Lakeport City Council Agenda Packet

AGENDA
REGULAR MEETING OF THE LAKEPORT CITY COUNCIL
(ALSO MEETS AS THE CITY OF LAKEPORT MUNICIPAL SEWER DISTRICT, THE LAKEPORT INDUSTRIAL
DEVELOPMENT AUTHORITY, THE MUNICIPAL FINANCING AGENCY OF LAKEPORT and THE SUCCESOR
AGENCY TO THE LAKEPORT REDEVELOPMENT AGENCY)
Tuesday, July 5, 2016

City Council Chambers, 225 Park Street, Lakeport, California 95453
Any person may speak for three (3) minutes on any agenda item; however, total public input per item is not to exceed 15 minutes, extended at the discretion of the
City Council. This rule does not apply to public hearings. Non-timed items may be taken up at any unspecified time.
CLOSED SESSION:
5:30 P.M.
1.
I.
CALL TO ORDER & ROLL CALL:
II.
PLEDGE OF ALLEGIANCE:
III.
ACCEPTANCE OF AGENDA:
Urgency Items:
IV.
V.
VI.
CONFERENCE WITH LABOR NEGOTIATOR (Gov. Code 54957.6): Name

of City Negotiator to Attend Closed Session: Rick Haeg and
Administrative Services Director Kelly Buendia; Employee Organization:
Lakeport Employees Association.
2. CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Gov. Code
54956.8): Property Address: Utility Easement concerning 818 Lakeport
Blvd, Lakeport (APN 025-472-05); Agency Negotiator: Margaret Silveira,
City Manager; Negotiating Parties: City of Lakeport and Matt Riveras;
Under Negotiation: Price and Terms of Payment
6:00 p.m.
Move to accept agenda as posted, or move to add or delete items.

To add item, Council is required to make a majority decision that an urgency
exists (as defined in the Brown Act) and a 2/3rds determination that the need to
take action arose subsequent to the Agenda being posted.
CONSENT AGENDA:
The following Consent Agenda items are expected to be routine and noncontroversial. They will be acted upon by
the Council at one time without any discussion. Any Council Member may request that any item be removed from
the Consent Agenda for discussion under the regular Agenda. Removed items will be considered following the
Consent Calendar portion of this agenda.
A.
Ordinances:
Waive reading except by title, of any ordinances under consideration at this

meeting for either introduction or passage per Government Code Section 36934.
B.
Minutes:
Approve minutes of the regular City Council meeting of June 21, 2016.
C.
Warrants:
Approve the warrant registers of June 22, 2016, and June 23, 2016.
D.
Application 2016-018:
Approve Application No. 2016-018 with staff recommendations for the annual
Rodeo Parade to be held July 9, 2016.
E.
Right of Entry Agreement:
Approve a proposed Right of Entry Agreement between the City of Lakeport and
the County of Lake to allow the City to carry out all necessary work required by
the Downtown Improvement Project, on County owned property on Main Street.
F.
Memorandum of Understanding:
Adopt a proposed resolution approving the Memorandum of Understanding

between the City of Lakeport and the Lakeport Police Officers Association for
the period July 1, 2016 through June 30, 2018, and authorizing its execution.
PUBLIC PRESENTATIONS/REQUESTS:
A.
Citizen Input:
Any person may speak for 3 minutes about any subject within the authority of the City Council, provided that the
subject is not already on tonights agenda. Persons wishing to address the City Council are required to complete a
Citizens Input form and submit it to the City Clerk prior to the meeting being called to order. While not required,
please state your name and address for the record. NOTE: Per Government Code 54954.3(a), the City Council
cannot take action or express a consensus of approval or disapproval on any public comments regarding matters
which do not appear on the printed agenda.
B.
Introduction of New Employees:
Introduction of new Police Officer Joe Medici, Police Intern Natalie Sylar, and
Administrative Services Intern Savannah Rasmussen.
C.
Presentation:
Carolyn Ruttan, will give a presentation on the latest Quagga and Zebra mussel
prevention grants awarded to the Lake County Watershed Protection District.
COUNCIL BUSINESS:
City Council Agenda of July 5, 2016
A.
Page 2
Finance Director:
1.
Bond Refunding
Sitting as the Board of Directors of the Successor Agency to the Lakeport

Redevelopment Agency:
Approve the issuance of refunding bonds in order to refund certain outstanding
bonds of the dissolved Lakeport Redevelopment Agency, approve the execution
and delivery of a form of indenture of trust relating thereto and request
Oversight Board approval of the issuance of the refunding bonds, request certain
determinations by the Oversight Board, and provide for other matters properly
relating thereto.
B.
2.
Professional Services
Agreement:
Approve and authorize the City Manager to execute the Professional Services
Agreement with JJACPA for independent auditing services.
3.
Professional Services
Agreement:
Approve and authorize the City Manager to execute the second amendment to
the Professional Services Agreement with NHA Advisors for independent,
registered municipal financial advisory services.
Community Development Director

1.
VII.
Approve the Professional Services Agreement between the City of Lakeport and
Garavaglia Architecture, Inc. for the development of design and construction
documents for ADA accessibility upgrades to the Carnegie Library building, and
authorize the City Manager to sign the agreement.
CITY COUNCIL COMMUNICATIONS:

A.
VIII.
Bid Award: Carnegie Library
Miscellaneous Reports, if any:
ADJOURNMENT:
Adjourn
Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the City Clerks Office at 225
Park Street, Lakeport, California, during normal business hours. Such documents are also available on the City of Lakeports website, www.cityoflakeport.com, subject to
staffs ability to post the documents before the meeting.
The City of Lakeport, in complying with the Americans with Disabilities Act (ADA), requests individuals who require special accommodations to access, attend and/or
participate in the City meeting due to disability, to please contact the City Clerks Office, (707) 263-5615, 72 hours prior to the scheduled meeting to ensure reasonable
accommodations are provided.
_______________________________________
Hilary Britton, Deputy City Clerk
MINUTES
REGULAR MEETING OF THE LAKEPORT CITY COUNCIL
(ALSO MEETS AS THE CITY OF LAKEPORT MUNICIPAL SEWER DISTRICT, THE LAKEPORT INDUSTRIAL DEVELOPMENT AUTHORITY, THE
MUNICIPAL FINANCING AGENCY OF LAKEPORT and THE SUCCESOR AGENCY TO THE LAKEPORT REDEVELOPMENT AGENCY)
Tuesday, June 21, 2016
CLOSED SESSION:
REPORT OUT OF CLOSED SESSION:
Mayor Spillman called the meeting to order at 5:31 p.m., and adjourned to
closed session for the following items:
1. CONFERENCE WITH LABOR NEGOTIATOR (Gov. Code 54957.6): Name
of City Negotiator to Attend Closed Session: Rick Haeg and
Administrative Services Director Kelly Buendia; Employee Organization:
All units.
2. CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Gov. Code
54956.8): Property Address: Utility Easement concerning 818 Lakeport
Blvd, Lakeport (APN 025-472-05); Agency Negotiator: Margaret Silveira,
City Manager; Negotiating Parties: City of Lakeport and Matt Riveras;
Under Negotiation: Price and Terms of Payment
Mayor Spillman advised there was no reportable action out of closed session.
I.
CALL TO ORDER & ROLL CALL:
Mayor Spillman called the regular meeting of the City Council of the City of
Lakeport to order at 6:05 p.m. with Council Members Turner, Parlet, Mattina and
Scheel present.
II.
PLEDGE OF ALLEGIANCE:
The pledge of allegiance was led by Wilda Shock.
III.
ACCEPTANCE OF AGENDA:
Mayor Spillman advised an employee introduction will be added under the

Presentations portion of the Agenda.
A motion was made by Council Member Scheel, seconded by Council Member
Mattina, and unanimously carried by voice vote, to accept the agenda as
amended to add an employee introduction under Presentations.
Urgency Items:
IV.
There were no urgency items.
CONSENT AGENDA:
A.
Ordinances:
Waive reading except by title, of any ordinances under consideration at this

meeting for either introduction or passage per Government Code Section 36934.
B.
Minutes:
Approve minutes of the regular City Council meeting of June 7, 2016, and the
Special Meeting of June 7, 2016.
C.
Warrants:
Approve the warrant register of June 8, 2016.
D.
Approve Application No. 2016-016 with staff recommendations for the Kiss My
Clear Lake Bass event to be held in Library Park, on July 24, 2016.
E.
Application 2016-002 (Amended):
Approve amendment to Application No. 2016-002 for the Lakeside Car and Boat
Show to reserve parking in the lot adjacent to City Hall.
F.
Approve Application No. 2016-017 with staff recommendations for the

Shakespeare by the Lake event.
G.
Ordinance Adoption: Solicitation

Ordinance
Adopt the proposed Ordinance adding Chapter 5.24 of Title 5 of the Lakeport
Municipal Code regulating solicitation.
H.
Summer Concert Series:
Approve the amended MOU with Bicoastal Media for the production of the
Summer Concert Series.
Vote on Consent Agenda:
A motion was made by Council Member Mattina, seconded by Council Member

Turner, and unanimously carried by voice vote, to approve the consent agenda,
Items A, B, C, D, G, and H. Items E and F were pulled for further discussion.
City Council Minutes of June 21, 2016
Page 2
Item F was pulled by Chief Rasmussen who advised that alcohol will be served at
the event and an alcohol permit for the event will be need to be obtained by
organizers.
A motion was made by Council Member Turner, seconded by Council Member
Mattina, and unanimously carried by voice vote, to approve Application 2016017 with staff recommendations and an approved alcohol permit.
Item E was pulled by City Manager Silveira who advised that organizers had not
yet contacted Park Place regarding potential parking impacts. It was
recommended that Council approval be contingent upon event organizers
obtaining agreement from Park Place management.
Mattina, and unanimously carried by voice vote, to approve the addendum to
Application 2016-002 contingent upon agreement on parking from Park Place
management.
V.
PUBLIC PRESENTATIONS/REQUESTS:
A.
Citizen Input:
Dale Minjack addressed the Council regarding Lakeport Disposal. This was a
follow up to obtain an answer to a question he posed at a previous meeting
regarding Lakeport Disposals contractual right to implement surcharges.
Mayor Spillman advised he would have staff research the issue with Lakeport
Disposal and that he would get a response to Mr. Minjack personally.
VI.
B.
Presentation: Annual Report
Finance Director Buffalo presented the 2015 Annual Report.
C.
Employee Introduction:
Finance Director Buffalo introduced summer intern Anthony Pearce.
PUBLIC HEARING:
A.
Delinquent Utilities Ordinance: Water
The staff report was presented by Finance Director Buffalo.

Mayor Spillman opened the Public Hearing at 6:51p.m. There was no citizen
input.
Mayor Spillman closed the Public Hearing at 6:52 p.m.
Sitting as the Lakeport City Council,
A motion was made by Council Member Turner, seconded by Council Member
Scheel, and unanimously carried by voice vote, to adopt the proposed ordinance
amending Section 13.04.060 of Chapter 13.04 of Title 13 of the Lakeport
Municipal Code regarding delinquent water charges.
B.
Delinquent Utilities Ordinance: Sewer

Chair Spillman opened the Public Hearing at 6:53 p.m. There was no citizen
input. Chair Spillman closed the Public Hearing at 6:53 p.m.
Sitting as the Board of Directors of the CLMSD,
A motion was made by Board Member Mattina, seconded by Board Member
Turner, and unanimously carried by voice vote, to adopt the proposed ordinance
amending Section 13.20.360 of Chapter 13.20 of Title 13 of the Lakeport
Municipal Code regarding delinquent sewer charges.
C.
Utility Rate Adjustment:

Rob Schmidt of NHA Advisors gave a presentation regarding their analysis from
the financial aspect.
Mayor Spillman opened the Public Hearing at 7:09 p.m.
Mayor Spillman closed the Public Hearing at 7:09 p.m.
A motion was made by Council Member Matttina, seconded by Council Member
Parlet, and unanimously carried by voice vote, to adopt the proposed resolution
Page 3
amending Resolution 2486 (2013) and Resolution 2478 (2013) establishing sewer
rates, fees and charges to delay the date of monthly service charge increases.
VII.
COUNCIL BUSINESS:
A.
Administrative Services Director:

1.
B.
The staff report was presented by Administrative Services Director Buendia.

Parlet, and unanimously carried by voice vote, to approve a new classification for
a Public Works Director/ City Engineer with a salary range Exempt 5 earning
$7,542 to $9,167 per month.
Police Chief:
1.
C.
Reclassification: City
Engineer/Public Works Director
2016 Fireworks Operational

Plan:
Chief Rasmussen presented the 2016 Illegal Fireworks Police Operation Plan.
Turner, and unanimously carried by voice vote, to receive and file the 2016 Illegal
Fireworks Police Operation Plan.
City Manager
1.
FY 2016/17 Budget Adoption

and Appropriations Limit
The staff report was presented by City Manager Silveira and Finance Director
Buffalo.
Mattina, and unanimously carried by voice vote, to adopt the recommended
budget for the City of Lakeport and its component units, and authorize the City
Manager to expend the appropriations found therein for the fiscal year 2016-17.
VIII.
CITY COUNCIL COMMUNICATIONS:

A.
Miscellaneous Reports, if any:
City Manager Silveira had nothing to report.

Acting City Attorney Bell had nothing to report.
Finance Director Buffalo had nothing to report.
Acting Public Works Director Grider reported that staff is busy, gearing up for the
Fourth of July, finishing 1st street, and getting ready for next years projects.
Police Chief Rasmussen reported that the L.U.S.D. school board will vote on the
proposed School Resource Officer (SRO) on Thursday, and they will be working
on a draft contract. The Police Department will do outreach advising fireworks
are legal within the Lakeport city limits only. They will post signs at the city limits
indicating Fireworks not allowed beyond this point. Chief Rasmussen also
invited the Council to stop by the Fourth of July briefing to be held at 6 p.m. that
day.
Community Development Director Ingram reported that the Downtown
Improvement Project (DIP) is progressing, the Museum Park sidewalk is coming
in soon. There will be a Lakefront Planning grant public outreach meeting July
6th, and the consultant will man a booth at the Friday Concert in the Park for
public outreach as well. The Carnegie project is moving along.
Administrative Services Director Buendia reported that this years Employee
Appreciation day is tentatively scheduled for September.
Council Member Turner had nothing to report.
Council Member Mattina had nothing to report.
Council Member Parlet reported he has been working with Mr. Saderlund and
Tom Smythe regarding the FEMA Floodplain map. He thanked Cliff Ruzicka for
providing maps and advice.
Page 4
Council Member Scheel reported that Library Park looked good this weekend
after the Friday Night Concert and during Saturdays Home Wine and Beer
Makers Festival.
Mayor Spillman reported he will attend the August 19th graduation of Police
Trainees from academy.
IX.
ADJOURNMENT:
Mayor Spillman adjourned the meeting at 8:34 pm.
_______________________________________
Marc Spillman, Mayor
ATTEST:
_____________________________________________
Hilary Britton, Deputy City Clerk
CITY OF LAKEPORT
Over 125 years of community
pride, progress and service
June 22, 2016
I hereby certify that the attached list of warrants has been audited,
extensions are proper, purchase orders have been issued, and department
heads have been given the opportunity to review and sign claim forms.
______________________________
Daniel Buffalo
Finance Director
225 PARK STREET LAKEPORT, CALIFORNIA 95453 TELEPHONE (707) 263-5615 FAX (707) 263-8584
Check Register
Packet: APPKT00213 - 06-22-16 WARRANTS
Lakeport, CA
By Check Number
Vendor Number
Payment Date
Vendor Name
Bank Code: AP BANK-AP BANK
00371
06/22/2016
ALPHA ANALYTICAL LABORATORIES
00123
06/22/2016
AQUA PRODUCTS
00109
06/22/2016
ARAMARK UNIFORM SERVICES
2351
06/22/2016
AT&T
2590
06/22/2016
AT&T
00321
06/22/2016
B & B INDUSTRIAL SUPPLY, INC.
00116
06/22/2016
BORGES & MAHONEY INC.
1607
06/22/2016
CARLTON TIRE
2456
06/22/2016
CENTER FOR HEARING HEALTH, INC
3221
06/22/2016
CITY CLERK'S ASSOC OF CALIF
00127
06/22/2016
CLEARLAKE REDI-MIX INC.
1112
06/22/2016
COUNTY OF LAKE-SHERIFF
3108
06/22/2016
CRAWFORD & ASSOCIATES, INC.
3219
06/22/2016
DON MERI
2790
06/22/2016
EDWARD A. BEAN
2543
06/22/2016
ENTERPRISE RENT-A-CAR
2421
06/22/2016
FERRELLGAS
1022
06/22/2016
GALL'S INC.
2671
GLADWELL GOVERNMENTAL SERVICES 06/22/2016
00336
06/22/2016
GRAINGER
3082
06/22/2016
HANSEN GROCERY INC.
2044
06/22/2016
IMAGE SALES, INC.
00167
06/22/2016
INTERSTATE BATTERY SYSTEM
00151
06/22/2016
KATHY FOWLER CHEVROLET
2631
06/22/2016
LAKE EVENT DESIGN &
1266
06/22/2016
LEE'S SPORTING GOODS
3222
06/22/2016
MAGNUM TACTICAL SUPPLY
1448
06/22/2016
MARK CLEMENTI, PH.D.
1970
06/22/2016
MC MASTER-CARR SUPPLY CO.
2208
06/22/2016
MENDO MILL & LUMBER CO.
2701
06/22/2016
MICHAEL SOBIERAJ
00187
06/22/2016
NAPA AUTO - LAKE PARTS
1603
06/22/2016
NIXON-EGLI EQUIPMENT CO.
1474
06/22/2016
NTU TECHNOLOGIES INC
00387
06/22/2016
PACE ENGINEERING, INC.
00113
06/22/2016
PACE SUPPLY #03391-00
3065
06/22/2016
PAUL R. CURREN
1053
06/22/2016
PEOPLE SERVICES, INC.
00217
06/22/2016
PG&E VO248104
1117
06/22/2016
PITNEY BOWES
2252
06/22/2016
PLAZA PAINT & SUPPLIES
00226
06/22/2016
R.E.M.I.F.
00286
RAINBOW AGRICULTURAL SERVICES 06/22/2016
2786
06/22/2016
RICOH USA, INC.
2396
06/22/2016
RICOH, USA
00276
06/22/2016
ROYAL AUTOMOTIVE CENTER
00228
06/22/2016
SAFETY-KLEEN CORPORATION
3217
06/22/2016
SANTA ROSA JUNIOR COLLEGE TRAINING
CENTER
1087
06/22/2016
SANTA ROSA UNIFORM
3218
SELVAGE CONCRETE PRODUCTS, INC. 06/22/2016
3035
06/22/2016
SUTTER LAKESIDE HOSPITAL
2119
06/22/2016
TRI-CITIES ANSWERING SERVICE
00244
06/22/2016
U C C CORP RENTAL CENTER
00368
06/22/2016
UKIAH PAPER SUPPLY, INC.
6/22/2016 5:48:52 PM
Payment Type
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Discount Amount
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Payment Amount Number

724.00
380.16
498.85
93.87
152.39
2,087.56
3,708.16
22.00
641.00
40.00
7,112.66
43,800.00
6,481.56
254.86
1,667.60
423.32
132.38
545.71
250.00
82.73
852.70
20.19
122.26
25.20
577.35
399.45
266.82
1,250.00
54.16
542.47
710.00
873.99
2,087.68
2,912.00
17,145.31
1,359.58
10,750.00
390.00
38,537.86
23.08
30.94
20,256.68
369.69
25.96
471.08
90.00
239.42
148.00
15.17
3,448.00
140.00
193.88
195.00
220.13
49401
49402
49403
49404
49405
49406
49407
49408
49409
49410
49411
49412
49413
49414
49415
49416
49417
49418
49419
49420
49421
49422
49423
49424
49425
49426
49427
49428
49429
49430
49431
49432
49433
49434
49435
49436
49437
49438
49439
49440
49441
49442
49443
49444
49445
49446
49447
49448
49449
49450
49451
49452
49453
49454
Page 1 of 3
Check Register
Vendor Number
3220
3223
1310
2815
2109
00164
2697
Packet: APPKT00213-06-22-16 WARRANTS

Vendor Name
UMPQUA BANK
UPS FREIGHT
USA BLUE BOOK
VALLEY TOXICOLOGY SERVICES INC
VERIZON WIRELESS
WESTGATE PETROLEUM CO., INC.
WILDA SHOCK
Payment Date
06/22/2016
06/22/2016
06/22/2016
06/22/2016
06/22/2016
06/22/2016
06/22/2016
Payment Type
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Discount Amount
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Payment Amount
216,035.89
769.76
987.22
170.00
154.80
1,018.04
8,000.00
Number
49455
49456
49457
49458
49459
49460
49461
Bank Code AP BANK Summary

Payment Type
Regular Checks
Manual Checks
Voided Checks
Bank Drafts
EFT's
6/22/2016 5:48:52 PM
Payable
Count
111
0
0
0
0
111
Payment
Count
61
0
0
0
0
61
Discount
0.00
0.00
0.00
0.00
0.00
0.00
Payment
400,978.57
0.00
0.00
0.00
0.00
400,978.57
Page 2 of 3
Check Register
Fund Summary
6/22/2016 5:48:52 PM
Fund
Name
Period
Amount
998
POOLED CASH
6/2016
400,978.57
400,978.57
Page 3 of 3
Check Register
Packet: APPKT00216 - 06-23-13 WARRANTS
Lakeport, CA
By Check Number
Vendor Number
Payment Date
Vendor Name
Bank Code: AP BANK-AP BANK
2404
06/23/2016
ADAMS ASHBY GROUP, LLC.
00371
06/23/2016
ALPHA ANALYTICAL LABORATORIES
2590
06/23/2016
AT&T
00127
06/23/2016
CLEARLAKE REDI-MIX INC.
2778
06/23/2016
COLANTUANO, HIGHSMITH &
1127
06/23/2016
DEPT OF JUSTICE
3127
06/23/2016
EVERBRIDGE, INC. DBA NIXLE
2421
06/23/2016
FERRELLGAS
1359
06/23/2016
HILLSIDE HONDA
1681
06/23/2016
ICMA
2514
06/23/2016
INDUSTRIAL ELECTRIC MOTORS
2627
06/23/2016
IT'S ABOUT TIME, INC
00171
06/23/2016
LAKE COUNTY CHAMBER OF COMMERCE
00364
06/23/2016
LAKE COUNTY ELECTRIC SUPPLY
1139
06/23/2016
LAKE COUNTY LOCK & SAFE
3162
06/23/2016
MERCER-FRASER
2800
06/23/2016
MSDS ONLINE, INC.
00113
06/23/2016
PACE SUPPLY #03391-00
2306
06/23/2016
PERKINS SEPTIC TANK CLEANING
00217
06/23/2016
PG&E VO248104
1618
06/23/2016
PITNEY BOWES PURCHASE POWER
1130
06/23/2016
POLESTAR COMPUTERS
2717
06/23/2016
PUBLIC ENGINES, INC.
00286
RAINBOW AGRICULTURAL SERVICES 06/23/2016
2396
06/23/2016
RICOH, USA
3031
06/23/2016
ROBERTSON & ASSOCIATES, CPA'S
2383
06/23/2016
SHRED-IT USA LLC
3133
06/23/2016
SYAR INDUSTRIES, INC.
2552
06/23/2016
U.S. BANK
Payment Type
Discount Amount
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
Regular
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Payment Amount Number

2,210.00
304.00
170.00
6,744.66
9,163.35
368.00
4,120.00
28.76
182.15
920.00
2,000.00
85.60
30.00
26.88
595.30
11,324.84
700.00
91.67
405.00
12.92
564.92
1,915.71
1,425.60
62.07
659.54
1,145.00
46.94
3,798.16
7,636.79
49463
49464
49465
49466
49467
49468
49469
49470
49471
49472
49473
49474
49475
49476
49477
49478
49479
49480
49481
49482
49483
49484
49485
49486
49487
49488
49489
49490
49491
Bank Code AP BANK Summary

Payment Type
Regular Checks
Manual Checks
Voided Checks
Bank Drafts
EFT's
6/23/2016 6:39:16 PM
Payable
Count
36
0
0
0
0
36
Payment
Count
29
0
0
0
0
29
Discount
0.00
0.00
0.00
0.00
0.00
0.00
Payment
56,737.86
0.00
0.00
0.00
0.00
56,737.86
Page 1 of 2
Check Register
Fund Summary
6/23/2016 6:39:16 PM
Fund
Name
Period
Amount
998
POOLED CASH
6/2016
56,737.86
56,737.86
Page 2 of 2
From:
To:
Subject:
Date:
Attachments:
jferguson@lakeportpolice.org
Hilary Britton
Re: Application 2016-018 Annual Rodeo Parade
Thursday, June 23, 2016 3:01:45 PM
image002.png
2 Police Volunteers for traffic control for 1 hour at$68 per hour each. Total is $136.
A true hero is not defined simply by the uniform he or she is wearing but rather the person
who's wearing it!
-----Original Message----From: Hilary Britton [mailto:hbritton@cityoflakeport.com]
Sent: Thursday, June 23, 2016 02:46 PM
To: Amanda Frazell (Dean.Eichelmann@lakecountyca.gov),
Cheryl Bennett (cheryl.bennett@lakecountyca.gov), 'Cynthia Ader', 'Daniel Chance',
'Doug Grider', 'Executive Management', 'Gary Basor', 'Jason Ferguson', 'Jim Kennedy',
'Linda Sobieraj', Lori Price (lorip@co.lake.ca.us),
Mark Wall (mwaconsulting@comcast.net), 'Mike Sobieraj',
Pheakdey Preciado (pheakdey.preciado@lakecountyca.gov), 'Rebekah Dolby', 'Ron Ladd',
Tina Rubin (Tina.Rubin@lakecountyca.gov)
Subject: Application 2016-018 Annual Rodeo Parade
Hi All,
Please find attached Application for the Annual Rodeo Parade to be held July 9th, on Main Street,
for your review.
We would like to submit this for Council approval at the July 5th meeting, so please have your
comments back to me by June 29, 2016.
As always, thank you for your input!
Hilary Britton
Deputy City Clerk
City of Lakeport
225 Park Street
Lakeport, CA 95453
(707) 263-5615 x12
hbritton@cityoflakeport.com
This email checked with McAfee SaaS.
RESOLUTION NO. (2016)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKEPORT
APPROVING THE MEMORANDUM OF UNDERSTANDING BETWEEN THE
CITY OF LAKEPORT AND THE LAKEPORT POLICE OFFICERS ASSOCIATION
FOR THE PERIOD JULY 1, 2016 THROUGH JUNE 30, 2018,
AND AUTHORIZING ITS EXECUTION
WHEREAS, the City of Lakeport has bargained with the Lakeport Police Officers
Association on matters of employment including wages, hours and the terms and conditions of
employment for those employees; and
WHEREAS, the terms and conditions contained herein have been negotiated by the City
of Lakeport and the Lakeport Police Officers Association and such terms and conditions have
been agreed upon by both parties; and
WHEREAS, this Memorandum of Understanding includes all terms and conditions of
employment with respect to wages, hours, and working conditions applicable to the City of
Lakeport Police Officers Association beginning July 1, 2016 through June 30, 2018;
THEREFORE, BE IT RESOLVED that the City Council of the City of Lakeport hereby
approves the attached Memorandum of Understanding for the City of Lakeport Police Officers
Association for the period July 1, 2016 through June 30, 2018, and authorizes the City Manager
to execute this Memorandum of Understanding on behalf of the City.
The foregoing Resolution was passed and adopted at a regular meeting of the City
Council on the 5th day of July, 2016, by the following vote:
AYES:
NOES:
ABSTAINING:
ABSENT:
ATTEST:
_______________________________
KELLY BUENDIA, City Clerk
___________________________________
MARC SPILLMAN, Mayor
MEMORANDUM OF UNDERSTANDING
BETWEEN
LAKEPORT POLICE OFFICERS ASSOCIATION
AND
CITY OF LAKEPORT
JULY 1, 2016 THROUGH JUNE 30, 2018
TABLE OF CONTENTS
ARTICLE 1.
DEFINITIONS ................................................................................................................1
1.1
Employer ....................................................................................................................................... 1
1.2
Association .................................................................................................................................... 1
1.3
Employee ...................................................................................................................................... 1
ARTICLE 2.
RECOGNITION ..............................................................................................................1
ARTICLE 3.
HIRING PROVISIONS.....................................................................................................2
3.1
Non-Discrimination ....................................................................................................................... 2
3.2
Employment .................................................................................................................................. 2
ARTICLE 4.
CITY RIGHTS .................................................................................................................2
ARTICLE 5.
EMPLOYEE RIGHTS .......................................................................................................3
ARTICLE 6.
WAGES, HOURS AND WORKING CONDITIONS ............................................................... 3
6.1
Salaries .......................................................................................................................................... 3
6.2
Additional Incentives .................................................................................................................... 4
6.3
Uniform Allowance and Equipment Issuance ............................................................................... 4
6.4
Retirement .................................................................................................................................... 5
6.5
Work Day/Work Period ............................................................................................................... 11
6.6
Overtime ..................................................................................................................................... 12
6.7
Sick Leave Accrual and Compensation for Unused .................................................................. 12
6.8
Holidays ....................................................................................................................................... 13
6.9
Bereavement Leave .................................................................................................................... 14
ARTICLE 7.
INSURANCES .............................................................................................................. 14
7.1
Insurance Premiums ................................................................................................................... 14
7.2
PORAC Life Insurance Plan .......................................................................................................... 15
7.3
REMIF EAP ................................................................................................................................... 15
7.4
State Disability Insurance............................................................................................................ 15
ARTICLE 8.
PRIOR MOUS, RESOLUTIONS, ORDINANCES AND PRACTICES ....................................... 15
ARTICLE 9.
CONTENT, TERMS AND RECOMMENDATIONS ............................................................. 15
9.1
Severability.................................................................................................................................. 15
9.2
Term ............................................................................................................................................ 15
9.3
Parties Agree to Recommend MOU............................................................................................ 16
9.4
Agreement to Meet and Confer.................................................................................................. 16
MEMORANDUM OF UNDERSTANDING
BETWEEN LAKEPORT POLICE OFFICERS ASSOCIATION
AND CITY OF LAKEPORT
JULY 1, 2016 THROUGH JUNE 30, 2018
This Memorandum of Understanding is made and entered into in the City of Lakeport, County
of Lake, State of California (hereafter CITY), and representatives of the Lakeport Police Officers
Association (hereafter LPOA) pursuant to Government Code Section 3500 et seq. and the
Employer Employee Relations Resolution of the City of Lakeport. In accordance with the
Employer-Employee Relations Policy of the City of Lakeport, located in the City of Lakeport
Personnel Rules, the City Manager, and or designee(s), is the Employee Relations Officer for the
City of Lakeport.
The parties acknowledge that they have met and conferred in good faith, have freely
exchanged information, opinions, proposals and counter proposals and in all respects fulfilled
their obligations under law to meet and confer in good faith.
This Memorandum of Understanding (MOU) is the product of the above-described meeting and
conferring process. Representatives of the City agree to present this Memorandum of
Understanding to the City Council for determination, and representatives of the Lakeport Police
Officers Association agree to present this Memorandum of Understanding to their membership
for acceptance and approval.
ARTICLE 1. DEFINITIONS
1.1
Employer
The term City referred to herein shall be the City of Lakeport.
1.2
Association
The term Association referred to herein shall be the Lakeport Police Officers
Association.
1.3
Employee
The term Employee referred to herein shall be all full time employees of the City of
Lakeport listed in Article 2 of this MOU.
ARTICLE 2. RECOGNITION
The City hereby recognizes the Association as the sole and exclusive bargaining agent for the
classes list below, for all matters within the scope of representation:
Police Officer I, II, III
Sergeant
MOU BETWEEN LPOA AND CITY OF LAKEPORT
PAGE 1
ARTICLE 3. HIRING PROVISIONS

3.1
Non-Discrimination
No employee covered by this agreement shall be discriminated against by the City, or by
the Association, by reason of race, color, religion, age, national origin, ancestry,
citizenship, sex, gender, sexual identity, physical or mental disability, medical condition,
marital status, sexual orientation or any other basis protected by law.
3.2
Employment
The City shall not discharge or otherwise discriminate against any employee by reason
of Association activities not interfering with the proper performance of his/her work.
ARTICLE 4. CITY RIGHTS

It is understood and agreed that the City retains all of its powers and authority to manage
municipal services and the work force performing those services. It is agreed that during the
term hereof, the City shall not be required to meet and confer on matters which are solely a
function of management, including the right to:
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.
l.
Determine and modify the organization of City government and its constituent
work units.
Determine the nature, standards, levels, and mode of delivery of services to be
offered to the public.
Determine the methods, means, and the number and kinds of personnel by
which services are to be provided.
Determine whether goods or services shall be made or provided by the City, or
shall be purchased, or contracted for.
Direct employees, including scheduling and assigning work, work hours, and
overtime.
Establish employee performance standards and to require compliance therewith.
Discharge, suspend, demote, reduce in pay, reprimand, withhold salary increases
and benefits, or otherwise discipline employees, subject to the requirements of
applicable law.
Relieve employees from duty because of lack of work or lack of funds or for
other legitimate reasons.
Implement rules, regulations, and directives consistent with law and the specific
provisions of this MOU.
Take all necessary actions to protect the public and carry out its mission in
emergencies.
Determine the content of job classifications.
Contract out and transfer work out of the bargaining unit.
Decisions under this Article shall not be subject to the grievance procedure located in the City
of Lakeport Personnel Rules.
PAGE 2
ARTICLE 5. EMPLOYEE RIGHTS

Employees of the City shall have the right to form, and participate in the activities of the
employee organizations of their own choosing for the purpose of representation of all matters
of employer-employee relations, including, but no limited to wages, hours, and other terms and
conditions of employment. Employees of the City also have the right to represent themselves
individually in their employment relations with the City. No employee shall be interfered with,
intimidated, restrained, coerced or discriminated against by the City or by an employee
organization because of his/her exercise of these rights.
ARTICLE 6. WAGES, HOURS AND WORKING CONDITIONS

6.1
Salaries
6.1.1 There shall be a ten percent (10%) increase to base salary effective July 16, 2016
for employees covered by this agreement. Salary Schedules are attached to this
Memorandum of Understanding. Salaries have been rounded up or down to the
nearest dollar.
6.1.2 Field Training Officer Those qualified and assigned FTO duties will receive a 5%
bonus pay differential for the actual time spent in the supervision and training of
new police officers during their field training only.
6.1.3 Shift Differential Pay Those working shifts designated by management as
swing shift or graveyard shift will be paid $.83 per hour for those hours
worked within the designated shift. For example, a typical swing shift would be
hours worked between 4:30 p.m. and 2:30 a.m. and
a typical graveyard shift would be hours worked between 8:30 p.m. and 6:30 a.m.
Any officer assigned to Swing or Graveyard shift, who is called in early or held
over beyond the assigned shift is not entitled to the shift differential for hours
beyond the assigned shift. However, appropriate overtime will be paid, if
required. As an example, an officer assigned to Graveyard shift who is asked to
report to work two hours early for operational needs, would be paid overtime, if
required, on the additional two hours but shift differential would only apply for
the normal ten hours. While the department works the 4-10 schedule, there
should be no more than ten hours of shift differential pay per shift.
6.1.4 Sixth Step- After an employee has been at the E step of a certain Range for two
(2) years, that employee shall be elevated to the F step which shall reflect a 5%
salary increase.
6.1.5 Canine Officer It is recognized that the officer who has the responsibility for
the police dog has additional duties associated with the care and feeding of the
animal. The City therefore wishes to fairly compensate the individual for these
PAGE 3
special tasks not associated with the regular responsibilities of a police officer, to
comply with the Fair Labor Standards Act (FLSA). The City will pay the canine
officer an additional two (2) hours per week for these specific tasks.
6.1.6 Merit Increase Employees are not eligible for a merit increase from step A to
step B until the twelve-month anniversary i.e. end of probation.
6.1.7 Signing Bonus A one-time, cash payment of $2,500 will be paid on the first full
pay-period after January 1, 2017. The payment will be afforded to all members
covered by this agreement and employed on January 1, 2017. The one-time
payment meant to retain employees; is taxable income; and is unrelated to merit
or services performed.
6.1.8 Investigations - An Officer assigned to Investigations shall receive a premium of
5% of base wage for the Pay-period(s) so assigned, effective.
6.2
Additional Incentives
6.2.1 POST Certification Incentive The City shall add to the base salary of each
permanent full time employee who has been awarded an Intermediate and/or
Advanced Certificate from POST the following amounts with maximum incentive
not to exceed 5%:
POST Intermediate Certificate
POST Advanced Certificate
POST Intermediate and Advance Certificate
2.5%
2.5%
5%
6.2.2 Acting Pay Employees directed to work in a higher classification shall, after
fifteen (15) days in such assignment during a twelve (12) months period, receive
a five percent (5%) adjustment in base pay for the duration of the assignment.
6.3
Uniform Allowance and Equipment Issuance

6.3.1 The City agrees to pay uniform allowance as follows: Police
Officers/Sergeants: $817.50 per fiscal year. Payment of 1/24th of the uniform
allowance shall be included with the employee paycheck.
6.3.2 City shall provide each sworn employee an initial issuance and replace as City
deems necessary all state mandated safety equipment: including the following
items:
Soft body armor vest
Sam Browne belt
Service weapon and service ammunition
Rain gear
Holster
Chemical agent and holder
Handcuffs and case
Whistle
Flashlight
Helmet and Face Shield
PAGE 4
All such equipment shall be selected by and remain the property of the City and
shall be returned upon the request of the City.
6.3.3 Take Home Vehicle - Management shall authorize and control official use of
vehicles through department policy. Take home vehicles shall be restricted to
travel within 15 miles of the Police Department building.
6.4
Retirement
6.4.1 On or about July 1, 2012, the Citys contract with PERS shall be amended to
provide retirement benefits under the Public Employees Retirement System
plan commonly know as 3% @ 55. The Citys plan shall also provide highest final
year compensation factor and conversion of unused sick leave to service credit.
IRS provision 414 (h)(2) shall also be implemented to provide for payment of
employees share of PERS premium from non-taxed dollars. Employees shall pay
the full employees share of PERS premiums. The City shall pay the full employer
share of PERS premiums.
The Public Employees' Pension Reform Act of 2013 (PEPRA) and related Public
Employees' Retirement law amendments in Assembly Bill 340 became law on
September 12, 2012 and the provisions were effective January 1, 2013.
The City and LPOA agree to implement all PEPRA provisions, and all applicable
amendments thereto. Effective January 1, 2013 all employees defined by PEPRA
as "new members" shall pay 50% of the total normal cost for the new Safety
PERS pension formula 2.7%@57, which is currently 11.5% of reportable
compensation, with a three-year final compensation period. "Classic members"
(employees hired prior to January 1, 2013) will retain the 3%@55 Safety PERS
formula, which is a 9% employee contribution, with a one-year final
compensation period.
The PEPRA defines a "new member" as : a) A new hire who is brought into
CalPERS membership for the first time on or after January 1, 2013, and who has
no prior membership in any California public retirement system; b) A new hire
who is brought into CalPERS membership for the first time on or after January 1,
2013 and who is not eligible for reciprocity with another California public
retirement system; c) A member who first established CalPERS membership prior
to January 1, 2013, and who is rehired by a different CalPERS employer after a
break in service of greater than six months.
6.4.2 Retirement Medical Benefit (Tier 1) To be eligible to continue in the City
group medical plans, employees must have ten (10) or more years of continuous
service with the City: For regular, full-time employees hired before April 5, 1999
retiring from the city of Lakeport with Service or Industrial Injury Retirement,
PAGE 5
City agrees to offer and provide/pay the appropriate premium(s) for retiree and
eligible dependent(s) medical insurance under the following conditions:
6.4.2.1
6.4.2.2
6.4.2.3
6.4.2.4
6.4.2.5
6.4.2.6
6.4.2.7
To be eligible the retiree and dependent(s) must have been enrolled in

the Citys medical plan prior to the effective date of retirement and
continuing eligibility information for dependent(s) must be provided
annually.
Retirement as used in this MOU shall mean separation from city
service due to, voluntary retirement, retirement due to the
employees sustaining an industrial injury or retirement through a
reduction in force (layoff) where the employee otherwise meets all
requirements for receipt of retiree health benefits under these rules.
This addition is not changing the rule that an involuntary termination
from city service as a result of discipline precludes the entitlement to
any retiree benefits under this section but to further define
involuntary separations from service where retiree health benefits
may be paid to POA members.
To be eligible the retiree and dependent(s) must elect to continue with
such coverage immediately upon retirement of eligible
employee. Thereafter retiree and dependent(s) are ineligible to
participate in the Citys offered program.
To continue eligibility retiree and dependent(s) shall enroll in Medicare
and/or MediCal or any other welfare benefit program for which
eligible as soon as eligible. The City does not pay for Medicare A or B
but will continue contribution to the health insurance program offered
through Citys primary health insurance plan provided the employee
enrolls in relevant public health benefit program described above and
for prescription drug coverage also enrolls in Medicare part D. This
requirement shall also apply to eligible dependent(s).
Under the Consolidate Omnibus Budget Reconciliation Act (COBRA) of
1985, certain qualifying events allow qualified retiree eligible
dependents to continue enrollment in a group health benefit, for a
specific limited time. This is separate from the retiree health care
program. Nevertheless, the City will fully comply with the COBRA
requirements should a retirees dependents become eligible.
If the City changes the primary health insurance plan after effective
retirement date of eligible retiree, retiree and dependent(s) must
change to new plan or lose retiree coverage
benefit. (Note: employees represented by Lakeport Police Officers
Association unit have been provided permission to enroll in Operating
Engineers medical program and retirees from that unit meeting above
criteria would be allowed to remain in that program as long as
continuing unit represented employees stay in that program. All other
current City employees and eligible retirees are enrolled in REMIF
administered Blue Cross program.)
PAGE 6
6.4.2.8
6.4.2.9
6.4.2.10
6.4.2.11
6.4.2.12
6.4.2.13
City contribution toward retiree and dependent(s) premiums shall not

exceed the maximum premium that the City contributes for the City
sponsored plan for active employees.
The benefits provided under this section will continue for such retired
employees and their legal dependent(s), if any, while said retired
employee is alive. In the event of the retired employees death,
coverage will continue for the spouse until the spouse dies or
remarries. In addition, the benefits provided under this section will
continue for said retired or deceased employees legal dependent
children who qualify as an Internal Revenue Service dependent until
such children reach the age of disqualifications as stated in the current
health plan contract or the spouse remarries, whichever occurs
earliest.
Continuous service is defined as consecutive years of regular, full-time
employment with the City. Any separation from City employment will
void any previous accrual towards length of continuous service for
purposes of this section, unless otherwise waived by the City Manager
and due to extenuating circumstances. Layoffs with subsequent
restoration and approved City paid or unpaid leaves do not constitute
separation from City service for the purpose of this section.
Any retired employee who, after retirement from City, becomes
employed elsewhere and is covered by medical insurance by his/her
new employer, said coverage provided by City to the retired employee
will be considered secondary to the coverage provided by his/her new
employer, his/her new employers coverage shall be considered
primary.
Any spouse of a deceased employee or deceased retired employee
who is receiving benefit coverage as provide under this section,
becomes employed and is covered by medical benefits by his/her
employer, said coverage provided by City will be considered secondary
to the coverage provided by the spouses employer, and his/her
employers coverage shall be considered primary.
Retirement Medical Benefit (Tier 1A) Employees retiring after
7/1/2016, will be subject to the following exceptions:
o The benefit will extend to the retiree only. Dependents may
not enroll in the plan.
o The benefit amount (city contribution) is set at $550 per
month for an early retiree (pre-Medicare) and $350 per month
for retirees who have attained the age of 65 or have otherwise
become eligible for Medicare.
o All other provisions in this section remain in force.
6.4.3 Retirement Medical Benefit (Tier 2) To be eligible to continue in the City group
medical plans, employees must have ten (10) or more years of continuous service
PAGE 7
with the City: For regular, full-time employees hired after April 5, 1999 but
before July 1, 2005, retiring from the City of Lakeport with Service or Industrial
Injury Retirement, City agrees to offer and provide/pay towards the appropriate
premium(s) for retiree and eligible dependent(s) medical insurance under the
following conditions:
6.4.3.1
6.4.3.2
6.4.3.3

annually.
may be paid to LEA members.
such coverage immediately upon retirement of eligible
employee. Thereafter retiree and dependent(s) are ineligible to
participate in the Citys offered program.
City contribution towards retiree and dependent(s) medical coverage
benefit for those retiring with Service Retirement is based on the
following formula:
Years of Continuous Service
12
15
18
21
% of Cost Covered by City

40
60
80
100
City contribution towards retiree and dependent(s) medical coverage

benefit for those retiring as a result of industrial injury is based on the
following formula
Years of Continuous Service
5 plus
10 plus
6.4.3.4
% of Cost Covered by City

50
100

PAGE 8
but will continue contribution to the health insurance program offered
through Citys primary health insurance plan provided the employee
enrolls in the applicable public health benefit program described above
and for prescription drug coverage also enrolls in Medicare part
D. This requirement shall also apply to eligible dependent(s).
6.4.3.5 Under the Consolidate Omnibus Budget Reconciliation Act (COBRA) of
6.4.3.6 If the City changes the primary health insurance plan after effective
change to new plan or lose retiree coverage
benefit. (Note: employees represented by Lakeport Police Officers
Association unit have been provided permission to enroll in Operating
Engineers medical program and retirees from that unit meeting above
criteria would be allowed to remain in that program as long as
continuing unit represented employees stay in that program. All other
current City employees and eligible retirees are enrolled in REMIF
administered Blue Cross program.)
6.4.3.7 City contribution toward retiree and dependent(s) premiums shall not
exceed the maximum premium that the City contributes for the City
sponsored plan for active employees.
6.4.3.8 Continuous service is defined as consecutive years of regular, full-time
employment with the City. Any separation from City employment will
void any previous accrual towards length of continuous service for
purposes of this section, unless otherwise waived by the City Manager
and due to extenuating circumstances. Layoffs with subsequent
restoration and approved City paid or unpaid leaves do not constitute
separation from City service for the purpose of this section.
6.4.3.9 Any retired employee who, after retirement from City, becomes
primary.
6.4.3.10 Any spouse of a deceased employee or deceased retired employee
PAGE 9
6.4.3.11 Retirement Medical Benefit (Tier 2A) Employees retiring after

7/1/2016, will be subject to the following exceptions:
The benefit will extend to the retiree only. Dependents may not
enroll in the plan.
The benefit amount (city contribution) is set at $550 per month for
an early retiree (pre-Medicare) and $350 per month for retirees
who have attained the age of 65 or have otherwise become eligible
for Medicare.
The city contribution of $550 or $350 shall be awarded to
employees having attained the requisite 21 years of service and in
the 100% category detailed in section 6.4.3.3. (An employee with
12 years of service would receive 40% of the city contribution).
All other provisions in this section remain in force.
6.4.4 Retirement Medical Benefit (Tier 3) To be eligible to continue in the City group
medical plans, employees must have ten (10) or more years of continuous service
with the City: For employees hired after July 1, 2005, and retiring from the City
of Lakeport under Service or Industrial Injury retirement provisions, City agrees
to allow enrollment in City group medical plans at retirees expense. This option
shall cease upon death of retiree, though dependent(s) shall be provided COBRA
or other legally required notice and benefits if they choose to stay in City group
medical plan for the period of such COBRA benefit.
6.4.4.1
6.4.4.2
6.4.4.3
6.4.4.4

annually.
may be paid to LEA members.
such coverage within thirty (30) days of eligible employees retirement
date. Thereafter retiree and dependent(s) are ineligible to participate
in the Citys offered program.
but will continue contribution for companion care program if offered
PAGE 10
6.4.4.5
6.4.4.6
6.4.4.7
6.4.4.8
through Citys primary health insurance plan. This requirement shall

also apply to eligible dependent(s).
Under the Consolidate Omnibus Budget Reconciliation Act (COBRA) of
If the City changes the primary health insurance plan after effective
change to new plan or lose the ability to participate in the Citys group
insurance program.
Any retired employee who, after retirement from City, becomes
primary.
Any spouse of a deceased employee or deceased retired employee
6.4.5 No Retiree Medical Benefit will be provided for employees hired after January 1,
2006, other than described above.
6.5
Work Day/Work Period

6.5.1 Work Day: The City agrees that the normal workday for all represented
members of the Association shall be 10 hours. Under unusual conditions, such as
operational necessity, emergency, light duty or training assignments,
management may temporarily shorten or extend the number of hours in a
normal workday. No regularly scheduled work day shall be less than 8 hours.
Nothing in this provision shall preclude management from scheduling in house
training sessions that are less than 8 hours in length. The City may, at its
discretion, implement the use of 3-4-12 schedule, whereby the employee works
three 12-hour days in one week followed by four 12-hour days in the following
week.
6.5.2 Work Period: The City agrees that the normal work period for all represented
members of the Association shall be 40 hours. The work period begins at 12:00
am on Sunday and ends at 11:59 pm on Saturday. Any work day beginning on a
Saturday shall be considered to have been completed in that same work period.
PAGE 11
(Example: a graveyard work day beginning at 8:00 pm on a Saturday in one work

period and ending at 6:00 am on Sunday in a separate work period shall be
considered to have been entirely worked in the first period.)
6.5.3 Work Day/ Work Period School Resource Officer - Should the City allocate a
School Resource Officer position/assignment, the City reserves the right to
determine the schedule/hours of work for said position/assignment.
6.6
Overtime
6.6.1 Overtime - Any work performed in excess of a regularly scheduled work hours or
in excess of forty hours in a work period shall be compensated for at the rate of
one and one-half times. (Examples: an employee assigned to a ten hour patrol
shift shall be compensated at the overtime rate for any work in excess of ten
hours: an employee on light duty assigned eight hours per day shall be
compensated at the overtime rate for any work in excess of eight hours.) The
City Council, City Manager, or Department Head must approve all overtime.
6.6.2 Compensatory Time - Association members at their option will either be paid or
elect to accrue overtime in the form of comp time to be accrued at time and
one-half up to a maximum comp time bank of 120 hours. Once an association
member accrues the maximum of 120 hours, all additional overtime shall be paid
overtime during the fiscal year it is earned.
6.6.3 Court Time, Call Out and Staff meeting pay The minimum hours of
compensation shall be four (4) hours, paid at the overtime rate. The same
minimum of hours of compensation and rate of pay applies for any instance in
which an employee is called to duty on other than a regular duty or continuation
shift.
To be eligible to receive court time pay, officer must actually appear for court
session to which he is subpoenaed or other wise requested to appear by District
Attorney. Officers are required to check with District Attorneys office and
Lakeport Police Department clerical staff to confirm whether case scheduled is
still to be heard that day. Any officer not checking ahead and reporting will not
be paid if the case was rescheduled or cancelled in advance of reporting for
court time.
The exception to the above is monthly or special Lakeport Police Department
staff meetings called by management that would be paid at overtime rate for
actual hours attended with minimum hours paid of one (1) hour.
6.7
Sick Leave Accrual and Compensation for Unused
PAGE 12
Association members shall accrue one work day of sick leave, for each calendar month
of service spent as a City employee. Such accrual shall take place on a monthly
basis. No accrual shall take place for any period in which the employee is in a non paid
status.
6.7.1. When an employee dies or is otherwise separated from City employment for any
reason, except termination for disciplinary just cause, the City shall pay for
unused sick leave as follows:
Completed Service
5 through 10 years continuous service
Start of 11th year through completion of year 15
Start of 16th year through completion of year 20
Start of year 21 and thereafter
Sick Leave Paid Off

10.0%
20.0%
35.0%
50.0%
6.7.2. Buy-out of sick leave hours is at the employees normal rate of pay at the time of
conversion. If employment is terminated due to death the sick leave buy-out
benefit will be paid to the employees estate.
6.7.3. The maximum pay-out of 50% of accumulated sick leave at the time of
separation of service as defined above remains at a cash value not to exceed 800
hours.
6.8
Holidays
Association members shall be paid one work days compensation for each of the listed holidays.
Compensation for the holidays shall be paid on an annual payment system to all employees
covered by the MOU. These payment(s) shall be made on the second pay period in June and
then again on the first pay period in December. When an employee separates from City service,
for purposes of calculating holiday pay, he or she shall be paid for all holidays that have
occurred since the last holiday pay was received, through the employees last day of
employment with the City.
6.8.1. Association members shall be entitled to the following holidays with pay:
New Years Day
Martin Luther King Junior Day
Presidents Day
Memorial Day
Independence Day
Labor Day
Columbus Day
Veterans Day
Thanksgiving Day and Day after Thanksgiving
Christmas Eve Day and Christmas Day
PAGE 13
New Years Eve

6.9
Bereavement Leave
6.9.1 An employee shall receive bereavement leave of twenty-four (24) hours for an
in-state incident, or forty (40) hours for an out-of-state incident, due to the
death of his or her parent, stepparent, mother-in-law, father-in-law, spouse,
child, stepchild, adopted child, grandchild, grandparent, sister, brother, sister-inlaw, brother-in-law, aunt, uncle, niece, nephew, grandfather-in-law,
grandmother-in-law, or the death of any person residing in the immediate
household of the employee at the time of death.
6.9.2 Bereavement leave is not subject to accrual and the leave allowed pursuant to
this provision must be used for any single incident of bereavement within seven
(7) days of the time the employee first takes bereavement leave for said
incident.
6.9.3 Said bereavement leave is separate and shall not be credited against other forms
of leave. The employee shall use bereavement leave before he/she makes use of
accrued sick time.
6.10
Integration/Coordination of Leaves with State Disability Insurance - For leaves qualifying

for State Disability Insurance or Paid Family Leave, the City will allow a coordination of
leave benefits with SDI for members of the Lakeport Police Officers Association.
Coordination of benefits only applies to paid leave that is available in an employees
sick, vacation, or CTO bank and is subject to rules of SDI.
6.11
Recruitment Incentives In order to recruit qualified candidates, the City Manager or

designee may negotiate comparable accrual rates for sick leave or vacation leave but
may not offer banked time not earned at the City of Lakeport.
ARTICLE 7. INSURANCES
7.1
Insurance Premiums
The CITY agrees to pay towards the cost of LPOA unit employee health, vision, and
dental/orthodontic insurances premiums as follows:
a. Employees shall be covered by the Operating Engineers Health, Vision, and Dental
Insurance plan. During the term of this Agreement, the City shall pay 80% of the
premiums for that plan and employees shall pay the other 20% of the premiums for
that plan.
b. During the term of this agreement, LPOA shall have the right to request re-entry into
the REMIF insurances program at LPOA option.
c. In the event LPOA enrolls in insurances plan(s) with premiums exceeding the CITY
contribution amounts as noted above, the balance will be LPOA unit employees
PAGE 14
responsibility with such employee contribution to be made through payroll

deduction. If the premium changes on the existing plan (Plan D), the 80/20
percentage split shall remain.
d. In the event that a federal or statewide change in the delivery of medical, or vision
and/or dental insurances is institutedsuch as the creation of a statewide single
payer programCITY and LPOA agree to meet and confer over the distribution of any
savings realized or additional costs incurred by CITY for such a plan, including
potential increases/decreases in salaries and other types of compensation to
members of LPOA unit.
7.2
PORAC Life Insurance Plan

For the life insurance plan written by PORAC, the City will reimburse the sum of
$21.50/monthly per covered employee. This plan also includes Long-Term Disability
Insurance.
7.3
REMIF EAP
The City will pay the premium for the REMIF administered Employee Assistance
Program.
State Disability Insurance
The City shall continue to reimburse Association members for 50% of the cost of State
Disability Insurance (SDI), or 0.575% of total taxable income.
7.4
ARTICLE 8. PRIOR MOUS, RESOLUTIONS, ORDINANCES AND PRACTICES

All care and diligence was used in the preparation of this comprehensive MOU. With all parties
having an opportunity for input and research, it is mutually agreed that this comprehensive
MOU will supersede all previous MOUs and practices. It is agreed that all Resolutions and
Ordinances in conflict with provisions of this MOU may be repealed by the City Council without
further need for meet and confer.
ARTICLE 9. CONTENT, TERMS AND RECOMMENDATIONS

9.1
Severability
If any article or section of this Memorandum of Understanding should be invalid,
unlawful, or unenforceable by reason of any existing or subsequent enacted legislation
or by judicial authority, all other articles and sections of this Memorandum shall remain
in full force and effect for the duration of this Memorandum. In the event of
invalidation of any article or section, the City and the Association agree to meet within
thirty (30) days for the purpose of renegotiating said article or section.
9.2
Term
The term of this Memorandum of Understanding shall be from July 1, 2016 through
June 30, 2018.
PAGE 15
9.3
Parties Agree to Recommend MOU

The undersigned members of the Association and representatives of the City of
Lakeport, having met and conferred in good faith, have reached agreement on the items
contained herein and mutually agree to recommend to the Lakeport City Council and
the general membership of the Association that the terms of this agreement be
adopted.
9.4
Agreement to Meet and Confer

City and LPOA agree to commence negotiations for a successor Memorandum of
Understanding on or about January 1, 2018
Dated: ______________, 2016

CITY OF LAKEPORT
_______________________________
Margaret Silveira, City Manager
___________________________________
Joe Wildman, Business Agent
___________________________________
Michael Sobieraj, Representative
___________________________________
Dale Stoebe, Representative
PAGE 16
CITY OF LAKEPORT - Monthly Salary Ranges with Steps

7/1/2016
Job Classification
Police Officer I
Police Officer II
Police Officer III
Sergeant
Range
38.6
39.6
40.6
43.6
A
3766
3940
4120
4708
B
3956
4135
4325
5077
Steps
C
4159
4345
4543
5190
D
4362
4562
4770
5453
E
4579
4792
5008
5723
F
4810
5029
5255
6012
PAGE 17
CITY OF LAKEPORT
City Council
City of Lakeport Municipal Sewer District
Lakeport Redevelopment Successor Agency
Lakeport Industrial Development Agency
Municipal Financing Agency of Lakeport
STAFF REPORT
RE:
Refunding (Refinancing) Certain Outstanding Former

Redevelopment Agency Bonds
SUBMITTED BY:
MEETING DATE:
7/5/2016
Daniel Buffalo, Finance Director
PURPOSE OF REPORT:
Information only
Discussion
Action Item
WHAT IS BEING ASKED OF THE CITY COUNCIL/BOARD:

It is recommended that the Successor Agency to the Lakeport Redevelopment Agency (the Agency) review
staffs recommendation and approve the refunding of certain former Redevelopment Agency bonds, and adopt
Resolution No. SA 2016 - _____, Authorizing the Issuance of Refunding Bonds, Approving the Form of Indenture
in Connection therewith and Authorizing Actions Related Thereto.
BACKGROUND/DISCUSSION:
The Agency has three obligations on its Required Obligation Payment Schedule: the 2004 Series A Tax Allocation
Bonds (2004A Bonds), the 2004 Series B Tax Allocation Bonds (2004B Bonds), and the 2008 Tax Allocation
Bonds (2008 Bonds). (collectively, Prior Obligations). The proceeds from the Prior Obligations were used to
provide funds for programs, projects and activities of benefit to property within the Agencys Lakeport
Redevelopment Project Area. The 2004A Bonds have an outstanding balance of $1,050,000 and interest rates
up to 5.25%; the 2004B Bonds have an outstanding balance of $690,000 and interest rates up to 5.65%; and the
2008 Bonds have an outstanding of $3,315,000 at interest rates up to 5.05%. The Prior Obligations mature
between 2016 and 2038 with total remaining debt service of approximately $8.81 million.
The 2004A Bonds may be called on any date at this time without penalty. The 2008 Bonds can be called on
September 1, 2017 at no penalty. The 2004B Bonds may not be redeemed early and must remain outstanding
for their remaining term. Current market interest rates estimated at approximately 3.4% and are well below the
existing bond rates and can shorten the debt service period and, therefore, provide additional property tax cash
flow to the taxing entities and the City of Lakeport (City).
Review and Analysis
City staff has been working with its consultants, NHA Advisors financial advisor, The Weist Law Firm bond
counsel, and Hilltop Securities placement agent to analyze and evaluate the refinancing opportunity for the
Agencys outstanding obligations. All three firms worked with the City on last years successful refinancing of
the Citys CalPERS Unfunded Liability Restructuring.
Since the elimination of redevelopment the State has allowed for refinancing through AB 1484 (Health and
Safety Code 34177.5) allowing a Successor Agency to issue bonds provided certain factors are met.
Meeting Date: 07/05/2016
Page 1
Agenda Item #VI.A.1.
Requirements include no additional interest cost and no additional principal other than the amount needed to
redeem the outstanding bonds, pay for issuance costs, and meet required debt reserves.
Based on analysis provided by various financial institutions and reviewed by our financial advisor, it was
determined that there is sufficient interest rate savings to justify beginning the approval process for issuing
refunding bonds. As part of AB 1484, there are multiple steps involved in receiving approval and issuing any
refunding bonds.
The steps necessary to issue Refunding Bonds include the following:
Successor Agency Board approval of Refunding Bond documents
Oversight Board approval of Refunding Bonds
State Department of Finance approval of financing plan and Refunding Bonds
If necessary, drafting and approval of Refunding Bond Official Statement required to sell bonds
If necessary, Refunding Bonds credit and rating process
Sale of Refunding Bonds
Close Financing and redeem old bonds
The next steps to move this transaction forward are to finalize the Financial Advisors Savings Report and send it
with this Agency Board approved form of Indenture and other documents to the California Department of
Finance (DOF). DOF will then have 65 days to review and approve of the Agency Boards and Oversight Boards
actions. At that time, the Bonds can be sold to investors and rates and terms locked in. During the 65 day
period, the finance team will evaluate whether a direct placement to a bank or a public offering to the municipal
marketplace will be utilized. If a public offering is deemed to be the best option, then an investor disclosure
prospectus known as a preliminary official statement (POS) will be developed and put before the Agency
Board for its approval. If a direct placement, no POS approval will be required.
By approving the Resolution, the Agency Board will authorize approval of the form of the Indenture which is the
document that sets the terms and conditions of the bond transaction. These terms will be finalized upon the
actual sale of the bonds to investors and that is the time when a bond purchase agreement will be executed
which will set the final interest rates, redemption provisions and other terms. It is anticipated that with Agency
Board approval of the Resolution, the sale and closing of the Refunding Bonds could be completed by August
2016.
OPTIONS:
1. Approve the recommendation as presented, adopt the associated resolution.
2. Do not approve but provide direction to staff.
FISCAL IMPACT:
None
$150,000 issuance costs, 1.54 million net cash flow savings Budgeted Item?
Budget Adjustment Needed?
Yes
No
Yes
No
If yes, amount of appropriation increase: $
Affected fund(s):
General Fund
Water OM Fund
Successor Agency Private Purpose Trust Fund
Sewer OM Fund
Other: Fund 705: RDA
Comments: The cash flow savings for the remaining term of the bonds (maturity in 2038) is estimated to be
$1.54 million. That represents $1.54 million in interest that the property tax payers in the City of Lakeport and
the surrounding area will save. The net present value (NPV) of that savings would be $754,739. After applying
funds saved in the debt service reserve, the NPV of the benefit is reduced to $456,814. This is illustrated in the
following debt service comparison schedule.
Page 2
$4,380,000
Successor Agency to the Lakeport Redevelopment Agency
2016 TAB Refunding
(2004 A only & 2008 TABs)
Gross Debt Service Comparison

Date
Principal
Coupon
Interest
New D/S
OLD D/S
Savings
09/01/2017
09/01/2018
09/01/2019
09/01/2020
09/01/2021
09/01/2022
09/01/2023
09/01/2024
09/01/2025
09/01/2026
09/01/2027
09/01/2028
09/01/2029
09/01/2030
09/01/2031
09/01/2032
09/01/2033
09/01/2034
09/01/2035
09/01/2036
09/01/2037
09/01/2038
85,000.00
80,000.00
85,000.00
155,000.00
155,000.00
170,000.00
170,000.00
180,000.00
180,000.00
215,000.00
320,000.00
335,000.00
340,000.00
355,000.00
360,000.00
375,000.00
390,000.00
275,000.00
155,000.00
-
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
3.400%
-
148,506.34
146,030.00
143,310.00
140,420.00
135,150.00
129,880.00
124,100.00
118,320.00
112,200.00
106,080.00
98,770.00
87,890.00
76,500.00
64,940.00
52,870.00
40,630.00
27,880.00
14,620.00
5,270.00
-
233,506.34
226,030.00
228,310.00
295,420.00
290,150.00
299,880.00
294,100.00
298,320.00
292,200.00
321,080.00
418,770.00
422,890.00
416,500.00
419,940.00
412,870.00
415,630.00
417,880.00
289,620.00
160,270.00
-
237,897.50
232,097.50
236,482.50
300,642.50
296,987.50
303,247.50
298,972.50
304,602.50
299,667.50
324,680.00
423,177.50
426,157.50
423,312.50
424,800.00
420,525.00
420,737.50
420,187.50
423,875.00
421,435.00
348,227.50
353,077.50
351,917.50
4,391.16
6,067.50
8,172.50
5,222.50
6,837.50
3,367.50
4,872.50
6,282.50
7,467.50
3,600.00
4,407.50
3,267.50
6,812.50
4,860.00
7,655.00
5,107.50
2,307.50
134,255.00
261,165.00
348,227.50
353,077.50
351,917.50
Total
$4,380,000.00
$1,773,366.34
$6,153,366.34
$7,692,707.50
$1,539,341.16
PV Analysis Summary (Gross to Gross)

Gross PV Debt Service Savings
T ransfers from Prior Issue DSR Fund
Contingency or Rounding Amount
754,739.84
(300,391.67)
2,466.04
Net Present Value Benefit
$456,814.21
Net PV Benefit /
- Refunded Principal
Net PV Benefit / $4,380,000 Refunding Principal
10.430%
Refunding Bond Information

Refunding Dated Date
Refunding Delivery Date
9/02/2016
9/02/2016
It is important to note that approximately 47% of this $1.54 million in cash flow savings would be afforded to the
Lakeport Unified School District (LUSD), which would offset the contribution to the District by the States general
fund. In other words, that 47% share of savings would benefit the State of California and not necessarily LUSD
and the property tax payers that support it.
SUGGESTED MOTIONS:
Move to approve the issuance of refunding bonds in order to refund certain outstanding bonds of the dissolved
Lakeport Redevelopment Agency, approve the execution and delivery of a form of indenture of trust relating
thereto and request oversight board approval of the issuance of the refunding bonds, request certain
determinations by the oversight board, and provide for other matters properly relating thereto
Page 3
Attachments:
Exhibit A
Exhibit B
Exhibit C
Resolution
Form of Indenture of Trust
Form of Escrow Agreements
Page 4
RESOLUTION NO. ____ (2016)

A RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT
AGENCY OF THE CITY OF LAKEPORT, APPROVING THE FORM OF
DOCUMENTS RELATING TO THE ISSUANCE AND SALE OF SERIES 2016
TAX ALLOCATION REFUNDING BONDS (LAKEPORT REDEVELOPMENT
PROJECT) TO REFINANCE CERTAIN OUTSTANDING BONDS OF THE
FORMER REDEVELOPMENT AGENCY OF THE CITY OF LAKEPORT, AND
APPROVING RELATED MATTERS AND OFFICIAL ACTIONS
WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code (the
Code), the Redevelopment Agency of the City of Lakeport (the Former Agency) has been
dissolved and no longer exists as a public body, corporate and politic, and pursuant to Section
34173 of the Code, the City Council of the City of Lakeport (the City) has become the successor
entity to the Former Agency (Successor Agency) to the Former Agency; and
WHEREAS, the Former Agency was a public body, corporate and politic, duly established
and authorized to transact business and exercise powers under and pursuant to the provisions of
the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24
of the Health and Safety Code of the State (the Law); and
WHEREAS, pursuant to Section 34179, an oversight board (the Oversight Board) has been
duly established for the Successor Agency; and
WHEREAS, a redevelopment plan for a redevelopment project known and designated as the
Lakeport Redevelopment Project (the Redevelopment Project) was adopted and approved in
compliance with all requirements of the Law; and
WHEREAS, in order to provide financing for the Redevelopment Project, the Former Agency
caused the issuance of the following tax allocation bonds prior to its dissolution:
(a)
(i) the Lakeport Redevelopment Project, 2004 Tax Allocation Bonds, Series A,
issued in the aggregate principal amount of $1,070,000 (the 2004 Series A Bonds), and (ii) the
Lakeport Redevelopment Project, 2004 Tax Allocation Bonds, Series B, issued in the aggregate
principal amount of $1,1700,00 (the 2004 Series B Bonds), pursuant to a Bond Issuance and
Sale Agreement, dated as of December 1, 2004, by and among the Association of Bay Area
Governments, the Former Agency and Union Bank of California, N.A., as trustee (the 2004 Bond
Agreement); and
(b)
the Lakeport Redevelopment Project, 2008 Tax Allocation Bonds, issued in the
aggregate principal amount of $3,425,000 (the 2008 Bonds, and together with the 2004 Bonds,
the Prior Bonds), pursuant to the Indenture of Trust, dated as of May 1, 2008, by and between
the Former Agency and Union Bank of California, N.A., as trustee (the 2008 Indenture); and
WHEREAS, on June 27, 2012 as part of the Fiscal Year 2012-2013 State of California
budget bill, the Governor signed into law Assembly Bill 1484 (AB 1484), which modified or
Page 1 of 10
added to some of the provisions of California Assembly Bill No. 26 (AB 26), including
provisions related to the refunding of outstanding redevelopment agency bonds and the
expenditure of remaining bond proceeds derived from redevelopment agency bonds issued on or
before December 31, 2010, thereby providing a mechanism to refund tax allocation bonds under
certain enumerated circumstances; and
WHEREAS, it is hereby determined that based on current conditions in the municipal
bond market, the 2004 Series A Bonds and the 2008 Bonds (collectively, the Prior Bonds) may
be refunded for the purpose of realizing debt service savings which would result in additional tax
increment revenues for distribution to the affected taxing agencies; and
WHEREAS, Section 34177.5(a)(1) of the Code authorizes successor agencies to refund
outstanding bonds provided that (i) the total interest cost to maturity on the refunding bonds or
other indebtedness plus the principal amount of the refunding bonds or other indebtedness shall
not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be
refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (ii)
the principal amount of the refunding bonds or other indebtedness shall not exceed the amount
required to defease the refunded bonds or other indebtedness, to establish customary debt service
reserves, and to pay related costs of issuance (the Refunding Criteria); and
WHEREAS, Section 34177.5(b) of the Code authorizes the Successor Agency to issue
bonds pursuant to Article 11 (commencing with 53580) of Chapter 3 of Part 1 of Division 2 of
Title 5 of the Government Code (the Refunding Bond Law) for the purpose of refunding of
outstanding bonds and other obligations of the Former Agency, subject to the conditions precedent
contained in Section 34177.5 of the Code; and
WHEREAS, the Successor Agency wishes at this time to authorize the issuance of its
Successor Agency to the Redevelopment Agency of the City of Lakeport (Lakeport
Redevelopment Project), Series 2016 Tax Allocation Refunding Bonds, Bank Qualified, in the
aggregate principal amount of not to exceed $4,500,000 (the Bonds), for the purpose of (i)
refunding all or a portion of the Prior Bonds, (ii) paying the costs of issuing the Bonds including
reasonable staff costs; (iii) funding a reserve account for the Bonds and (iv) if advisable, paying
for the cost of municipal bond insurance and/or a surety to fund the reserve account for the Bonds
in lieu of funding all or a portion of such reserve account with Bond proceeds; and
WHEREAS, to determine compliance with the Refunding Criteria, the Successor Agency
has caused its financial advisor, NHA Advisors (the Financial Advisor), to prepare an analysis
of the potential savings that will accrue to the Successor Agency and to applicable taxing entities
as a result of the use of the proceeds of the Bonds to refund the Prior Bonds (the Debt Service
Savings Analysis); and
WHEREAS, the Bonds will be issued pursuant to an Indenture of Trust (the Indenture),
by and between the Successor Agency and a trustee to be selected by staff at a later date, as trustee
(the Trustee); and
Page 2 of 10
WHEREAS, the Successor Agency is now requesting that the Oversight Board direct the
Successor Agency to undertake the refunding proceedings and to approve the issuance of the
Bonds pursuant to this Resolution and the Indenture; and
WHEREAS, the Successor Agency further requests that the Oversight Board also make
certain determinations described below on which the Successor Agency will rely in its issuance of
the Bonds; and
WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (the
Rule 15c2-12) requires that, in order to be able to purchase or sell the Bonds, the underwriters
thereof must have reasonably determined that the Successor Agency, as an obligated person, has
undertaken in a written agreement or contract for the benefit of the holders of the Bonds to provide
disclosure of certain financial information and operating data and certain enumerated events on an
ongoing basis; and
WHEREAS, in order to cause such Rule 15c2-12 requirements to be satisfied, the
Successor Agency desires to execute one or more continuing disclosure agreements (each, a
Continuing Disclosure Agreement) by and between the Successor Agency and a dissemination
agent, pursuant to which the Successor Agency will provide annual disclosure and notices in the
event of certain enumerated events; and
WHEREAS, following approval by the resolution of the Oversight Board (the Oversight
Board Resolution) of the issuance of the Bonds by the Successor Agency, and upon submission
of the Oversight Board Resolution to the California Department of Finance and approval thereof
by the California Department of Finance, the Successor Agency is authorized to and will, with the
assistance of its consultants, cause to be prepared a form of Official Statement describing the
Bonds, the Successor Agency, its Redevelopment Project, and such other project areas as may be
relevant, and certain other information deemed material to an informed investment decision
respecting the Bonds, the preliminary form of which will be submitted to the Successor Agency
for approval at a later date for distribution by the Underwriter to persons and institutions interested
in purchasing the Bonds, which form may be revised as necessary to carry out the purposes of this
Resolution; and
WHEREAS, Health & Safety Code Section 34177.5(c) provides that prior to incurring
any bonds, the successor agency may subordinate to the bonds the amount required to be paid to
an affected taxing entity pursuant to Section 34183(a)(1) (the Statutory Pass-Through
Payments), provided that a pertinent taxing entity approves the subordination; and
WHEREAS, the Successor Agency desires to request all pertinent agencies to subordinate
the Statutory Pass-Through Payments it receives from the Redevelopment Project to the debt
service on the Bonds; and
WHEREAS, the Successor Agency wishes at this time to approve the final form of various
legal documents relating to the issuance and sale of the Bonds for the purpose of refunding the
Prior Bonds;
Page 3 of 10
NOW, THEREFORE, BE IT RESOLVED by the Successor Agency to the

Redevelopment Agency of the City of Lakeport, as follows:
Section 1. Recitals. The Recitals set forth above are true and correct and incorporated
herein by reference.
Section 2. Determination of Savings; Compliance with Section 34177.5(a)(1). The
Successor Agency has determined that there are significant potential savings available to the
Successor Agency and to applicable taxing entities in compliance with the Refunding Criteria by
the issuance by the Successor Agency of the Bonds to provide funds to refund and defease part or
all of the Prior Bonds, all as evidenced by the Debt Service Savings Analysis on file with the
Successor Agency, which Debt Service Savings Analysis is hereby approved. In addition, the
Bonds shall only be issued if the Bonds comply with the provisions of Section 34177.5(a)(1),
including limiting the amount of the Refunding Bonds to the amount required to refund the Prior
Bonds, and to pay the costs of issuing the Bonds, which may include amounts required to purchase
bond insurance and a reserve fund surety bond for the Bonds.
Section 3. Authorization and Approval of Bonds. The Successor Agency hereby
authorizes and approves the issuance of the Bonds under the Law and the Refunding Bond Law in
the aggregate principal amount of not to exceed $4,500,000, for the purpose of providing for the
refunding of the Prior Bonds. As a condition precedent to the sale and delivery of Bonds, staff of
the Successor Agency shall cause the Financial Advisor to confirm in writing that the debt service
savings resulting from the refunding of the Prior Bonds will achieve debt service savings in
compliance with the Refunding Criteria.
Section 4. Authorization of Sale. The Successor Agency hereby authorizes the sale of
the Bonds by either (a) negotiated sale to Hilltop Securities Inc. (the Hilltop) as underwriter of
the Bonds pursuant to a Bond Purchase Contract (described in Section 7 below) for reoffering to
the public, (b) private placement with a bank or other financial institution, or (c) a combination of
(a) and (b); provided that the Refunding Criteria is met and that the net present value of the debt
service savings from the refunding is at least three percent (3%) of the par amount of the refunded
Prior Bonds. In the event that a private placement is chosen as the best method of refunding the
Prior Bonds, the Bond Purchase Contract shall be modified to reflect a privately placed sale of the
Bonds. The Authorized Representatives are hereby authorized to choose the method of sale in
consultation with the Financial Advisor.
Section 5. Authorized Representatives. The Chair, Vice Chair, Executive Director,
Treasurer, and any other person authorized by the Successor Agency to act on its behalf shall each
be an Authorized Representative of the Successor Agency for the purposes of structuring and
providing for the issuance of the Bonds, and are hereby authorized, jointly and severally, for and
in the name of and on behalf of the Successor Agency, to execute and deliver any and all documents
and certificates that may be required to be executed in connection with the issuance of the Bonds,
and to do any and all things and take any and all actions which may be necessary or advisable, in
their discretion, to effectuate the actions approved in this Resolution.
Page 4 of 10
Section 6. Approval of Indenture. The Successor Agency hereby approves the Indenture
in substantially the form submitted at this meeting and made a part hereof as though set forth in
full herein. The Authorized Representatives, each acting alone, are hereby authorized and directed
to execute and deliver, and attest to, the Indenture for and in the name and on behalf of the
Successor Agency, in substantially the respective forms on file with the Secretary, with such
changes therein, deletions therefrom and additions thereto as an Authorized Representative shall
approve, such approval to be conclusively evidenced by the execution and delivery of the
Indenture. The Successor Agency hereby authorizes the delivery and performance of the Indenture.
Section 7. Approval of Escrow Agreements. The Successor Agency hereby approves
two separate Escrow Deposit and Trust Agreements (collectively, the Escrow Agreements) each
between the Successor Agency and an escrow agent to be selected by staff at a later date (the
Escrow Agent), prescribing the terms and provisions for the refunding of the 2004 Series A
Bonds and the 2008 Bonds, respectively, in substantially the form submitted at this meeting and
made a part hereof as though set forth in full herein. The Authorized Representatives, each acting
alone, are hereby authorized and directed to execute and deliver, and attest to each of the Escrow
Agreements for and in the name and on behalf of the Successor Agency, in substantially the
respective forms on file with the Secretary, with such changes therein, deletions therefrom and
additions thereto as an Authorized Representative shall approve, such approval to be conclusively
evidenced by the execution and delivery of the Escrow Agreements. The Successor Agency hereby
authorizes the delivery and performance of the Escrow Agreements.
Section 8. Approval of Bond Purchase Contract. The form of the Bond Purchase
Contract relating to the purchase of the Bonds by and between the Successor Agency and Hilltop,
a copy of which is on file with the Secretary (the Bond Purchase Contract), is hereby approved
in the form thereof, or with such changes as may be approved by a Authorized Representative,
said Authorized Representatives execution thereof to constitute conclusive evidence of approval
of all such changes, and each Authorized Representative is hereby authorized, together or alone,
to execute and deliver the Bond Purchase Contract and to insert in each of the aforesaid Bond
Purchase Contract the dollar amount which reflects the provisions of said Bond Purchase Contract;
provided, however, that the purchase shall meet the requirements of the Refunding Criteria and
the underwriters discount shall not exceed 1% of the principal amount of the Bonds thereof,
excluding any original issue discount on the Bonds.
In the event that a private placement is chosen as the best method of refunding the Prior
Bonds, the Bond Purchase Contract and the Indenture shall be modified to reflect a privately placed
sale of the Bonds, including, but not limited to the reasonable changes requested by the purchaser
thereof as the Authorized Representative executing the same approves, such approval to be
conclusively evidenced by the execution and delivery thereof, and Hilltop shall serve as placement
agent therefor.
Section 9. Approval of Continuing Disclosure Agreement. The form of the Continuing
Disclosure Agreement on file with the Secretary is hereby approved. The Authorized
Representatives, each acting alone, are hereby authorized and directed, for and in the name of the
Successor Agency, to execute and deliver the Continuing Disclosure Agreement in substantially
said form, with such changes therein as the Authorized Representative executing the same may
Page 5 of 10
require or approve, such approval to be conclusively evidenced by the execution and delivery
thereof.
The Successor Agency hereby covenants for the benefit of holders of the Bonds, to provide
continuing disclosure in compliance with the requirements of Rule 15c2-12. Without limiting the
generality of the foregoing, the Authorized Representatives, each acting alone, are hereby
authorized and directed to provide the information in the possession of the Successor Agency
necessary to prepare and file an annual report containing the matters required by Rule 15c2-12 and
for issuance and publication of notices of enumerated events, if such enumerated events shall
occur, pertaining to the Bonds and related matters as prescribed by Rule 15c2-12. The estimated
cost and expense of such continuing disclosure services shall be included in future Recognized
Obligation Payment Schedules.
Section 10. Appointment of Consultants. The Successor Agency hereby appoints The
Weist Law Firm to serve as Bond Counsel (the Bond Counsel) and Disclosure Counsel (the
Disclosure Counsel); NHA Advisors to serve as Financial Advisor (the Financial Advisor); a
fiscal consultant to be selected by staff at a later date (so long as the total cost of services does not
exceed $30,000) to serve as Fiscal Consultant (the Fiscal Consultant); and the Trustee and
Escrow Agent in connection with the issuance of Bonds and defeasance of the Prior Bonds. The
Authorized Representatives, each acting alone, are authorized and directed to execute an
agreement with each of such firms in substantially the respective forms on file with the Secretary,
with such changes therein, deletions therefrom and additions thereto as an Authorized
Representative same may require or approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 11. Partial Invalidity. If any provision of this Resolution or the application of
any such provision to any person or circumstance is held invalid, such invalidity shall not affect
other provisions or applications of this Resolution that can be given effect without the invalid
provision or application, and to this end the provisions of this Resolution are severable. The
Successor Agency declares that its board would have adopted this Resolution irrespective of the
invalidity of any particular portion of this Resolution.
Section 12. Oversight Board Approval. The Successor Agency hereby requests the
Oversight Board, as authorized by Section 34177.5(f), to direct the Successor Agency to undertake
the refunding proceedings, and, as authorized by Section 34177.5(f) and Section 34180, to approve
this Resolution, the Indenture, and the issuance of the Bonds pursuant to Section 34177.5(a)(1).
Section 13. Determinations by the Oversight Board. The Successor Agency hereby
further requests that the Oversight Board make the following determinations upon which the
Successor Agency will rely in undertaking the refunding proceedings and providing for the
issuance of the Bonds:
(a)
As provided in Section 34177.5(f) of the Code, the Successor Agency is authorized
to recover its costs incurred in connection with the issuance of the Bonds from the proceeds of the
Bonds, including the cost of reimbursing the City for administrative staff time spent with respect
to the authorization, issuance, sale and delivery of the Bonds.
Page 6 of 10
(b)
The authorization and sale of the Bonds, and the application of proceeds thereof to
the refunding in whole or in part of the Prior Bonds and the payment of costs of issuance, as
provided in the Indenture and authorized by Section 34177.5(a) of the Code, shall, upon initial
approval of the Oversight Board and the California Department of Finance, be implemented by
the Successor Agency, notwithstanding the provisions of Section 34177.3 of the Code or any other
provision of law to the contrary, without the requirement for further approval from the Oversight
Board, the California Department of Finance, the Lake County Auditor-Controller or any other
person or entity other than the Successor Agency.
(c)
The Successor Agency shall enter the amounts of the final debt service determined
upon sale and delivery of the Bonds into the Recognized Obligation Debt Service Schedule
attached to the Indenture.
(d)
The Successor Agency shall be entitled to receive its full allocation of
Administrative Cost Allowance under Section 34181(a)(3) of the Code without any deductions
with respect to continuing costs related to the Bonds, such as legal fees, trustees fees, auditing
and fiscal consultant fees and continuing disclosure and rating agency costs (collectively,
Continuing Costs of Issuance), and such Continuing Costs of Issuance shall be payable from
property tax revenues pursuant to Section 34183 of the Code. In addition and as provided by
Section 34177.5(f), if the Successor Agency is unable to complete the issuance of the Bonds for
any reason, the Successor Agency shall, nevertheless, be entitled to recover its costs incurred with
respect to the refunding proceedings of the Bonds from such property tax revenues pursuant to
Section 34183 without reduction in its Administrative Cost Allowance.
Section 14. Municipal Bond Insurance and Surety Bonds. The Authorized
Representatives, each acting alone, are hereby authorized and directed to take all actions necessary
to obtain a municipal bond insurance policy for the Bonds and a reserve account surety bond for
the Bonds from a municipal bond insurance company if it is determined, upon consultation with
the Financial Advisor and Hilltop, that such municipal bond insurance policy and/or surety bond
will reduce the true interest costs with respect to the Bonds.
Section 15. Approval of Official Statement. Following approval by the Oversight Board
of the issuance of the Bonds by the Successor Agency and upon submission of the Oversight Board
Resolution to the California Department of Finance, the Successor Agency will, with the assistance
of its Bond Counsel, Disclosure Counsel, Fiscal Consultant and Financial Advisor, cause to be
prepared a form of Official Statement for the Bonds, the preliminary form of which will be
submitted to the Successor Agency for approval for distribution by Hilltop to persons and
institutions interested in purchasing the Bonds.
Section 16. Subordination Agreements. The Successor Agency is hereby directed, at
the discretion of an Authorized Representative, to request subordination of its pass-through
obligations to taxing entities and the Authorized Representatives are, each acting alone, hereby
authorized and directed, for and in the name and on behalf of the Successor Agency, to execute
and deliver subordination agreements as are necessary and applicable with such taxing entities.
Page 7 of 10
The Successor Agency hereby authorizes the delivery and performance of its obligations under
such subordination agreements.
Section 17. Filing of this Resolution. The Secretary of the Successor Agency is hereby
authorized and directed to file a certified copy of this Resolution with the Oversight Board and, as
provided in Section 34180(j) of the Code, with the Lake County Administrative Officer, the Lake
County Auditor-Controller and the California Department of Finance.
Section 18. Official Actions. All actions heretofore taken by the officers and agents of
the Successor Agency with respect to the issuance of the Bonds are hereby approved, confirmed
and ratified. Each Authorized Representative and any and all other officers of the Successor
Agency are hereby authorized and directed, for and in the name and on behalf of the Successor
Agency, to do any and all things and take any and all actions, including execution and delivery of
any and all assignments, certificates, requisitions, including requisitions for the payment of costs
of issuance of the Bonds, agreements, including agreements in customary form providing for the
investment of the proceeds of the Bonds, notices, consents, and other documents, which they, or
any of them, may deem necessary or advisable in order to consummate the sale, issuance and
delivery of the Bonds and the refunding of the Prior Bonds. Staff is hereby further authorized and
directed, for and in the name and on behalf of the Successor Agency, to do any and all things and
take any and all actions necessary to request all pertinent agencies to subordinate the Statutory
Pass-Through Payments it receives from the Redevelopment Project to the debt service on the
Bonds. Whenever in this Resolution any officer of the Successor Agency is directed to execute or
countersign any document or take any action, such execution, countersigning or action may be
taken on behalf of such officer by any person designated by such officer to act on his or her behalf
in the case such officer is absent or unavailable.
Section 19. Effective Date. This Resolution shall take effect from and after the date of
its passage and adoption.
***********
Page 8 of 10
PASSED, APPROVED AND ADOPTED at a regular meeting of the Successor Agency

of the Lakeport Redevelopment Agency of the City of Lakeport, held this 7th day of July, 2016 by
the following vote:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
APPROVED:
___________________________________
Secretary of the Successor Agency to the
Redevelopment Agency of the City of
Lakeport
___________________________________
Chair of the Successor Agency to the
Lakeport
Page 9 of 10
SECRETARYS CERTIFICATE
I hereby certify that the foregoing is a true and correct copy of Resolution __ (2016),
passed and adopted at a regular meeting of the Board of Directors of the Successor Agency to the
Redevelopment Agency of the City of Lakeport, Lake County, California, held on the 17th day of
May, 2016, by the following vote:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
__________________________________
Secretary, Successor Agency to the
Lakeport
Page 10 of 10
INDENTURE OF TRUST
Dated as of ________ 1, 2016
between the
SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF LAKEPORT
and
______________________________,
as Trustee
Relating to
$__________
SERIES 2016 TAX ALLOCATION REFUNDING BONDS
(LAKEPORT REDEVELOPMENT PROJECT)
BANK QUALIFIED
INDENTURE
1
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION
Section 1.01.
Section 1.02.
Section 1.03.
Definitions........................................................................................................................3
Authorization. ................................................................................................................14
Interpretation. .................................................................................................................14
ARTICLE II
AUTHORIZATION AND TERMS OF BONDS; REPRESENTATIONS
AND WARRANTIES OF THE SUCCESSOR AGENCY
Section 2.01.
Section 2.02.
Section 2.03.
Section 2.04.
Section 2.05.
Section 2.06.
Section 2.07.
Section 2.08.
Section 2.09.
Section 2.10.
Section 2.11.
Section 2.12.
Authorization and Purpose of Bonds. ............................................................................15

Terms of the Bonds. .......................................................................................................15
Optional Redemption of Bonds......................................................................................16
Mandatory Sinking Account Redemption......................................................................16
Notice; Other Redemption Provisions. ..........................................................................18
Form and Execution of Bonds. ......................................................................................19
Transfer and Exchange of Bonds. ..................................................................................20
Registration Books. ........................................................................................................21
Bonds Mutilated, Lost, Destroyed or Stolen. .................................................................21
Temporary Bonds...........................................................................................................21
Book-Entry System. .......................................................................................................22
Representations, Warranties and Agreements of the Successor Agency. ......................23
ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01.
Section 3.02.
Section 3.03.
Issuance of the Bonds. ...................................................................................................26

Deposit and Application of Bond Proceeds. ..................................................................26
Costs of Issuance Fund. .................................................................................................27
ARTICLE IV
SECURITY FOR THE BONDS; FLOW OF FUNDS
Section 4.01.
Section 4.02.
Section 4.03.
Section 4.04.
Section 4.05.
Section 4.06.
Section 4.07.
Security of Bonds; Equal Security. ................................................................................27

Security of Bonds; Equal Security. ................................................................................27
Special Fund; Transfer of Amounts to Trustee. .............................................................28
Redemption Account. ....................................................................................................30
Effect of Redemption. ....................................................................................................31
Investment of Moneys in Funds. ....................................................................................32
Valuation and Disposition of Investments. ....................................................................33
ARTICLE V
OTHER COVENANTS OF THE SUCCESSOR AGENCY
Section 5.01.
Section 5.02.
Punctual Payment...........................................................................................................34
Compliance with the Dissolution Act; Recognized Obligation Payment
Schedules. ......................................................................................................................34
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TABLE OF CONTENTS
Section 5.03.
Section 5.04.
Section 5.05.
Section 5.06.
Section 5.07.
Section 5.08.
Section 5.09.
Section 5.10.
Section 5.11.
Page
Payment of Claims. ........................................................................................................35

Books and Accounts; Financial Statements; Additional Information. ...........................35
Protection of Security and Rights of Owners.................................................................36
Payments of Taxes and Other Charges. .........................................................................36
Compliance with the Redevelopment Law; Maintenance of Tax Revenues. ................36
Limitation on Additional Indebtedness. .........................................................................36
Tax Covenants Relating to the Bonds. ...........................................................................37
Protection of Security and Rights of Owners.................................................................37
Continuing Disclosure. ..................................................................................................38
ARTICLE VI
THE TRUSTEE
Section 6.01.
Section 6.02.
Section 6.03.
Section 6.04.
Section 6.05.
Section 6.06.
Section 6.07.
Duties, Immunities and Liabilities of Trustee. ...............................................................38

Merger or Consolidation. ...............................................................................................40
Liability of Trustee. .......................................................................................................40
Right to Rely on Documents. .........................................................................................41
Preservation and Inspection of Documents....................................................................42
Compensation and Indemnification. ..............................................................................42
Accounting Records and Financial Statements. .............................................................42
ARTICLE VII
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 7.01.
Section 7.02.
Section 7.03.
Section 7.04.
Section 7.05.
Amendments Permitted. .................................................................................................43

Effect of Supplemental Indenture. .................................................................................44
Endorsement or Replacement of Bonds After Amendment...........................................44
Amendment by Mutual Consent. ...................................................................................44
Trustees Reliance. .........................................................................................................44
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
Section 8.01.
Section 8.02.
Section 8.03.
Section 8.04.
Section 8.05.
Section 8.06.
Section 8.07.
Section 8.08.
Events of Default and Acceleration of Maturities. ........................................................45

Notice of Event of Default. ............................................................................................46
Application of Funds Upon Event of Default. ...............................................................46
Power of Trustee to Control Proceedings. .....................................................................47
Limitation on Owners Right to Sue. .............................................................................47
Non-Waiver....................................................................................................................48
Actions by Trustee as Attorney-in-Fact. ........................................................................48
Remedies Not Exclusive. ...............................................................................................48
ARTICLE IX
MISCELLANEOUS
Section 9.01.
Section 9.02.
Section 9.03.
Benefits Limited to Parties.............................................................................................49

Successor is Deemed Included in All References to Predecessor. ................................49
Defeasance of Bonds......................................................................................................49
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TABLE OF CONTENTS
Section 9.04.
Section 9.05.
Section 9.06.
Section 9.07.
Section 9.08.
Section 9.09.
Section 9.10.
Section 9.11.
Section 9.12.
Section 9.13.
Page
Execution of Documents and Proof of Ownership by Owners. .....................................50

Disqualified Bonds.........................................................................................................50
Waiver of Personal Liability. .........................................................................................51
Destruction of Canceled Bonds......................................................................................51
Notices. ..........................................................................................................................51
Partial Invalidity.............................................................................................................51
Unclaimed Moneys. .......................................................................................................51
Successor Is Deemed Included in All References to Predecessor. ................................52
Governing Law. .............................................................................................................52
Execution in Counterparts..............................................................................................52
ARTICLE X
PROVISIONS RELATING TO THE BOND INSURANCE POLICY
Section 10.01. Benefits Limited to Parties.............................................................................................52

APPENDICES
APPENDIX A FORM OF BOND ..............................................................................................................A-1
APPENDIX B RECOGNIZED OBLIGATION DEBT SERVICE PAYMENT SCHEDULE ................. B-1
-iii-
INDENTURE OF TRUST
This INDENTURE OF TRUST (this Indenture), dated as of ________ 1, 2016, is
between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY
OF LAKEPORT, a public entity duly created and existing under the laws of the State of
California (the Successor Agency), and ______________________________, a national
banking association organized and existing under the laws of the United States of America, as
trustee (the Trustee).
W I T N E S S E T H:
WHEREAS, the Redevelopment Agency of the City of Lakeport (the Former Agency)
was formerly a public body, corporate and politic, duly established and authorized to transact
business and exercise powers under the provisions of Part 1 of Division 24 of the Health and
Safety Code of the State of California (the Redevelopment Law); and
WHEREAS, a redevelopment plan for the redevelopment project area designated the
Lakeport Redevelopment Project in the City of Lakeport, California (the Redevelopment
Project) were adopted in compliance with all requirements of the Redevelopment Law; and
WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code
(unless otherwise noted, Section references hereinafter being to such Code), the Former Agency
has been dissolved and no longer exists as a public body, corporate and politic, and the Lakeport
Designated Local Authority was formed in accordance with Section 34173(d)(3) of the Code to
serve as the Successor Agency (Successor Agency) to the Former Agency; and
WHEREAS, in order to provide financing for the Redevelopment Project, the Former
Agency has previously caused the issuance of the following tax allocation bonds:
(a)
(i) the Lakeport Redevelopment Project, 2004 Tax Allocation Bonds, Series A,
issued in the aggregate principal amount of $1,070,000 (the 2004 Series A
Bonds), and (ii) the Lakeport Redevelopment Project, 2004 Tax Allocation Bonds,
Series B, issued in the aggregate principal amount of $1,1700,00 (the 2004 Series
B Bonds), pursuant to a Bond Issuance and Sale Agreement, dated as of December
1, 2004, by and among the Association of Bay Area Governments, the Former
Agency and Union Bank of California, N.A., as trustee (the 2004 Bond
Agreement); and
(b)
the Lakeport Redevelopment Project, 2008 Tax Allocation Bonds, issued in the
aggregate principal amount of $3,425,000 (the 2008 Bonds, and together with the
2004 Bonds, the Prior Bonds), pursuant to the Indenture, dated as of May 1, 2008,
by and between the Former Agency and Union Bank of California, N.A., as trustee
(the 2008 Indenture); and
WHEREAS, Assembly Bill X1 26 (AB 26), effective June 29, 2011, resulted in the
dissolution of the Former Agency as of February 1, 2012, and the vesting in the Successor
INDENTURE
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Agency of all of the authority, rights, powers, duties and obligations of the Former Agency,
including the authority to refund the bonds of the Former Agency; and
WHEREAS, Assembly Bill No. 1484 (AB 1484), a follow on bill to AB XI 26, was
enacted on June 27, 2012 and provides a mechanism to refund outstanding bonds or other
indebtedness under certain circumstances; and
WHEREAS, under Section 34177.5 of the Redevelopment Law, the Successor Agency is
authorized to issue bonds under Article 11 (commencing with Section 53580) of Chapter 3 of
Part 1 of Division 2 of Title 5 of the Government Code (the Refunding Bond Law) for the
purpose of achieving debt service savings in accordance with the criteria set forth in said Section
34177.5; and
WHEREAS, the Successor Agency has determined that it can achieve debt service
savings in accordance with said criteria by issuing its refunding bonds under the Refunding Bond
Law for the purpose of refunding the 2004 Series A Bonds and the 2008 Bonds (collectively, the
Prior Bonds), and to that end the governing board of the Successor Agency has authorized the
issuance of its Successor Agency to the Redevelopment Agency of the City of Lakeport, Series
2016 Tax Allocation Refunding Bonds (Lakeport Redevelopment Project), Bank Qualified in
the aggregate principal amount of $_________ (the Bonds); and
WHEREAS, pursuant to Section 34177.5(g) of the Redevelopment Law, any bonds
issued by the Successor Agency to refund the bonds of the Former Agency shall be secured by a
pledge of, and lien on, and shall be repaid from moneys deposited from time to time in the
Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section
34172; and
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to
establish and declare the terms and conditions upon which the Bonds are to be issued and
secured and to secure the payment of the principal thereof and premium, if any, and interest
thereon, the Successor Agency has authorized the execution and delivery of this Indenture; and
WHEREAS, the Successor Agency has determined that all acts and proceedings required
by law necessary to make the Bonds, when executed by the Successor Agency, authenticated and
delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the
Successor Agency, and to constitute this Indenture a valid and binding agreement for the uses
and purposes herein set forth in accordance with its terms, have been done or taken; and
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the
payment of the principal of, premium, if any, and the interest on all Bonds at any time issued and
outstanding under this Indenture, according to their tenor, and to secure the performance and
observance of all the covenants and conditions therein and herein set forth, and to declare the
terms and conditions upon and subject to which the Bonds are to be issued and received, and in
consideration of the premises and of the mutual covenants herein contained and of the purchase
and acceptance of the Bonds by the holders thereof, and for other valuable considerations, the
receipt whereof is hereby acknowledged, the Successor Agency does hereby covenant and agree
INDENTURE
-2-
with the Trustee, for the benefit of the respective holders from time to time of the Bonds, as
follows:
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION
SECTION 1.01. Definitions. Unless the context clearly otherwise requires or unless
otherwise defined herein, the terms defined in this Section 1.01 shall, for all purposes of this
Indenture and of any indenture supplemental hereto and of any certificate, opinion or other
document herein mentioned, have the meanings herein specified, to be equally applicable to both
the singular and plural forms of any of the terms herein defined.
Annual Debt Service means, for each Bond Year, the sum of (a) the interest payable on
the Outstanding Bonds and Parity Bonds in such Bond Year, assuming that Outstanding Bonds
are retired as scheduled (including by reason of mandatory sinking fund redemptions), and (b)
the scheduled principal amount of the Outstanding Bonds due in such Bond Year (including any
mandatory sinking fund redemptions due in such Bond Year).
Authorized Representative means the Chair, Secretary and any other person authorized
by the Successor Agency to act on its behalf shall each be an Authorized Representative of the
Successor Agency.
Average Annual Debt Service means the average of the Annual Debt Service for all
Bond Years, including the Bond Year in which the calculation is made.
Beneficial Owner has the meaning ascribed thereto in the Continuing Disclosure
Agreement.
Bond Counsel means The Weist Law Firm, or any other attorney or firm of attorneys
appointed by or acceptable to the Successor Agency of nationally-recognized experience in the
issuance of obligations the interest on which is excludable from gross income for federal income
tax purposes under the Tax Code.
Bond Insurance Policy means the insurance policy issued by the Bond Insurer
guaranteeing the scheduled payment of principal of and the interest when due on the Bonds.
Bond Insurer or Insurer means National Public Finance Guarantee Corporation, or
any successor thereto or assignee thereof, as insurer of the Bonds and issuer of the Reserve
Policy.
Bond Resolution means Resolution No. ___ (2016), adopted by the Board of Directors
of the Successor Agency on May 17, 2016.
INDENTURE
-3-
Bond Year means any twelve-month period beginning on September 2 in any year and
extending to the next succeeding September 1, both dates inclusive; except that the first Bond
Year begins on the Closing Date and ends on September 1, 2016.
Bond or Bonds means the Successor Agency to the Redevelopment Agency of the
City of Lakeport, Series 2016 Tax Allocation Refunding Bonds (Lakeport Redevelopment
Project), Bank Qualified, issued by the Successor Agency in the aggregate principal amount of
$_________ under the Refunding Bond Law and this Indenture, and, if the context requires, any
additional Parity Bonds issued pursuant to a Supplemental Indenture pursuant to Section 5.08
hereof.
2004 Bond Agreement means the Bond Bond Issuance and Sale Agreement, dated as of
December 1, 2004, by and among the Association of Bay Area Governments, the Former
Agency and the 2004 Trustee.
2004 Series A Bonds means the Redevelopment Agency of the City of Lakeport,
Lakeport Redevelopment Project, 2004 Tax Allocation Bonds, Series A, issued in the original
aggregate principal amount of $1,070,000, pursuant to the 2004 Bond Agreement.
2004 Series B Bonds means the Redevelopment Agency of the City of Lakeport,
Lakeport Redevelopment Project, 2004 Tax Allocation Bonds, Series B, issued in the original
aggregate principal amount of $1,170,000, pursuant to the 2004 Bond Agreement.
2008 Bonds means the Redevelopment Agency of the City of Lakeport, Lakeport
Redevelopment Project, 2008 Tax Allocation Bonds, issued in the original aggregate principal
amount of $3,425,000, pursuant to the 2008 Indenture.
Business Day means a day of the year (other than a Saturday or Sunday) on which
banks in San Francisco, California, or the city where the Office of the Trustee is located are not
required or permitted to be closed, and on which the New York Stock Exchange is not closed.
Certificate of the Successor Agency means a certificate in writing signed by an
Authorized Representative of the Successor Agency, or any other officer of the Successor
Agency duly authorized by the Successor Agency for that purpose.
Chair or Chairman means the chairman of the Successor Agency.
City means the City of Lakeport, a general law city and municipal corporation duly
organized and validly existing under the Constitution and the laws of the State.
Closing Date means ________ __, 2016, being the date on which the Bonds are
delivered by the Trustee to the original purchaser thereof.
Computation Year means the period beginning on the Closing Date and ending on
________ __, 2017 (or on an earlier date selected by the Issuer in accordance with Treasury
INDENTURE
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Regulations 1.148-1(b)) and each successive one-year period thereafter. The last Bond Year
will end on the last day on which any Bonds are outstanding for Federal tax purposes.
Continuing Disclosure Agreement means that Continuing Disclosure Agreement, by
and between the Successor Agency and ________________________________, as
dissemination agent, dated as of ________ _, 2016, relating to the Bonds, as originally executed
and as it may be amended from time to time in accordance with the terms thereof.
Costs of Issuance means all items of expense directly or indirectly payable by or
reimbursable to the Successor Agency relating to the authorization, issuance, sale and delivery of
the Bonds and the refunding of the Prior Bonds, including but not limited to: staff and
administrative costs of the Successor Agency; printing expenses; rating agency fees; filing and
recording fees; initial fees, expenses and charges of the Trustee, the Escrow Agent, the Prior
Bonds Trustee and their respective counsel, including the Trustees first annual administrative
fee; fees, charges and disbursements of attorneys, financial advisors, accounting firms,
consultants and other professionals; fees and charges for preparation, execution and safekeeping
of the Bonds; and any other cost, charge or fee in connection with the original issuance of the
Bonds and the refunding of the Prior Bonds.
Costs of Issuance Fund means the fund by that name established and held by the
Trustee under Section 3.03.
County means the County of Lake, a county duly organized and existing under the
Constitution and laws of the State of California.
County Auditor-Controller means the Auditor-Controller of the County of Lake.
Defeasance Funds means (i) cash or (ii) Federal Securities.
Department of Finance or DOF means Department of Finance of the State of
California.
Depository means (a) initially, DTC, and (b) any other Securities Depository acting as
Depository pursuant to Section 2.11.
Depository System Participant means any participant in the Depositorys book-entry
system.
Dissolution Act means Part 1.85 (commencing with Section 34170) of Division 24 of
the California Health and Safety Code.
DTC means The Depository Trust Company, New York, New York, and its successors
and assigns.
EMMA means Electronic Municipal Market Access (EMMA) system of the Municipal
Securities Rulemaking Board, with the portal website currently located at http://emma.msrb.org.
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2004 Escrow Agreement means the Escrow Agreement, dated as of ________ 1, 2016,
between the Agency and _______________________, as 2004 Escrow Agent, relating to the
deposit and application of the proceeds of the Bonds and other funds to pay and discharge the
2004 Bonds.
2008 Escrow Agreement means the Escrow Agreement, dated as of ________ 1, 2016,
between the Agency and ______________________, as 2008 Escrow Agent, relating to the
deposit and application of the proceeds of the Bonds and other funds to pay and discharge the
2008 Bonds.
Escrow Agreements means, collectively, the 2004 Escrow Agreement and the 2008
Escrow Agreement.
Event of Default means any of the events described in Section 8.01.
Federal Securities means: (a) any direct general obligations of the United States of
America (including obligations issued or held in book entry form on the books of the Department
of the Treasury of the United States of America), for which the full faith and credit of the United
States of America are pledged; (b) obligations of any agency, department or instrumentality of
the United States of America, the timely payment of principal and interest on which are directly
or indirectly secured or guaranteed by the full faith and credit of the United States of America.
Fiscal Year means any twelve-month period beginning on July 1 in any year and
extending to the next succeeding June 30, both dates inclusive, or any other twelve-month period
selected and designated by the Successor Agency as its official fiscal year period under a
Certificate of the Successor Agency filed with the Trustee.
Former Agency means the Redevelopment Agency of the City of Lakeport, a public
body corporate and politic duly organized and existing under the Redevelopment Law and
dissolved in accordance with the Dissolution Act.
Indenture means this Indenture of Trust between the Successor Agency and the
Trustee, as amended or supplemented from time to time by any Supplemental Indenture entered
into under the provisions hereof.
2008 Indenture means the Indenture of Trust, dated as of May 1, 2008, by and between
the Former Agency and the 2008 Trustee, pursuant to which the 2008 Bonds were issued.
Independent Accountant means any accountant or firm of such accountants duly
licensed or registered or entitled to practice and practicing as such under the laws of the State of
California, appointed by or acceptable to the Successor Agency, and who, or each of whom: (a)
is in fact independent and not under domination of the Successor Agency; (b) does not have any
substantial interest, direct or indirect, with the Successor Agency; and (c) is not connected with
the Successor Agency as an officer or employee of the Successor Agency, but who may be
regularly retained to make reports to the Successor Agency.
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Independent Redevelopment Consultant means any consultant or firm of such

consultants appointed by the Successor Agency, and who, or each of whom: (a) is judged by the
Successor Agency to have experience in matters relating to the collection of Tax Revenues or
otherwise with respect to the financing of redevelopment projects; (b) is in fact independent and
not under domination of the Successor Agency; (c) does not have any substantial interest, direct
or indirect, with the Successor Agency; and (d) is not connected with the Successor Agency as
an officer or employee of the Successor Agency, but who may be regularly retained to make
reports to the Successor Agency.
Information Services means EMMA; or, in accordance with then-current guidelines of
the Securities and Exchange Commission, such other services providing information with respect
to called bonds as the Successor Agency may designate in a Certificate of the Successor Agency
delivered to the Trustee.
Interest Account means the account by that name established and held by the Trustee
under Section 4.03(a).
Interest Payment Date means March 1, 2017, and each September 1 and March 1
thereafter so long as any of the Bonds remain unpaid.
Last and Final Recognized Obligation Payment Schedule or LROPS means the
schedule by that name prepared and approved in accordance with the requirements of Section
34191.6 of the Redevelopment Law.
Maximum Annual Debt Service means, as of the date of calculation, the largest Annual
Debt Service for the current or any future Bond Year, including payments on any Parity Bonds,
as certified in writing by the Successor Agency to the Trustee.
Material Adverse Effect means an event or occurrence which adversely affects in a
material manner (a) the assets, liabilities, condition (financial or otherwise), business, facilities or
operations of the Successor Agency, (b) the ability of the Successor Agency to carry out its
business in the manner conducted as of the date of this Indenture or to meet or perform its
obligations under this Indenture or the Bonds on a timely basis, (c) the validity or enforceability
of this Indentures or the Bonds, or (d) the exclusion of interest on the Bonds from gross income
for federal income tax purposes or the exemption of interest on the Bonds for State income tax
purposes.
Moodys means Moodys Investors Service, Inc., and its successors.
Nominee means (a) initially, Cede & Co., as nominee of DTC, and (b) any other
nominee of the Depository designated pursuant to Section 2.11(a).
Notice of Insufficiency means the report described in Health and Safety Code Section
34183(b) of the Dissolution Act.
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Office means, with respect to the Trustee, the corporate trust office of the Trustee at the
address set forth in Section 9.08, or at such other or additional offices as may be specified by the
Trustee in writing to the Successor Agency; except that with respect to presentation of Bonds for
payment or for registration of transfer and exchange, such term means the office or agency of the
Trustee at which, at any particular time, its corporate trust agency business is conducted.
Outstanding, when used as of any particular time with reference to Bonds, means all
Bonds except: (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for
cancellation; (b) Bonds paid or deemed to have been paid within the meaning of Section 9.03;
and (c) Bonds in lieu of or in substitution for which other Bonds have been authorized, executed,
issued and delivered by the Successor Agency pursuant hereto.
Oversight Board means the Oversight Board to the Successor Agency to the
Redevelopment Agency of the City of Lakeport, duly constituted from time to time pursuant to
Section 34179 of the Redevelopment Law.
Owner or Bondowner means, with respect to any Bond, the person in whose name
the ownership of such Bond shall be registered on the Registration Books.
Parity Bonds means the Bonds, the 2004 Series B Bonds, and any additional tax
allocation bonds (including, without limitation, bonds, notes, interim certificates, debentures or
other obligations) payable from Tax Revenues on a parity with the Bonds as authorized by the
provisions of Section 5.08.
Participating Underwriter has the meaning ascribed thereto in the Continuing
Disclosure Agreement.
Pass-Through Payments means, collectively any statutory pass-through payments
required to be made by the Sucessor Agency to taxing agencies whose territory is located within
a Project Area, as required by Sections 33607.5 and 33607.7 of the Redevelopment Law.
Permitted Investments means any of the following which at the time of investment are
legal investments under the laws of the State of California for the moneys proposed to be
invested therein:
(a)
Federal Securities;
(b)
Federal Housing Administration debentures;
(c)
The following listed obligations of government-sponsored agencies which

are not backed by the full faith and credit of the United States of America:
(i)
Federal Home Loan Mortgage Corporation (FHLMC) senior debt

obligations and participation certificates (excluded are stripped
mortgage securities which are purchased at prices exceeding their
principal amounts),
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(ii)
Farm Credit System (formerly Federal Land Banks, Federal

Intermediate Credit Banks and Banks for Cooperatives) consolidated
system-wide bonds and notes,
(iii) Federal Home Loan Banks (FHL Banks) consolidated debt

obligations, and
(iv) Federal National Mortgage Association (FNMA) senior debt
obligations and mortgage-backed securities (excluded are stripped
mortgage securities which are purchased at prices exceeding their
principal amounts);
(d)
Unsecured certificates of deposit, time deposits, and bankers acceptances

(having maturities of not more than 365 days, except for bankers
acceptances which may not have maturities of more than 180 days) of any
bank the short-term obligations of which are rated A-1+ or better by S&P
and Prime-1 by Moodys including those of the Trustee and its affiliates.
(e)
Deposits the aggregate amount of which are fully insured by the Federal
Deposit Insurance Corporation or collateralized by Government Obligations,
in banks, which may include the Trustee and its affiliates, which have
capital and surplus of at least $15 million.
(f)
Commercial paper (having original maturities of not more than 270 days)
rated at the time of purchase A-1+ by S&P and Prime-1 by Moodys.
(g)
Money market funds rated Aam by S&P, or better and if rated by

Moodys rated Aa2 or better including funds for which the Trustee and its
affiliates provide investment advisory or other management services.
(h)
State Obligations, which means:

(i)
Direct general obligations of any state of the United States of America

or any subdivision of agency thereof to which is pledged the full faith
and credit of a state the unsecured general obligation debt of which is
rated at least A3 by Moodys and at least A- by S&P, or any
obligation fully and unconditionally guaranteed by any state,
subdivision or agency whose unsecured general obligation debt is so
rated,
(ii)
Direct general short-term obligations of any state agency or

subdivision or agency thereof described in (i) above and rated A-1
by S&P and MIG-1 by Moodys, and
(iii) Special Revenue Bonds (as defined in the United States Bankruptcy
Code) of any state or state agency described in (ii) above and rated
AA- or better by S&P and Aa3 or better by Moodys;
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(i)
Pre-refunded municipal obligations rated AAA by S&P and Aaa by

Moodys meeting the following requirements:
(i)
the municipal obligations are (A) not subject to redemption prior to

maturity or (B) the trustee for the municipal obligations has been
given irrevocable instructions concerning their call and redemption
and the Successor Agency of the municipal obligations has covenanted
not to redeem such municipal obligations other than as set forth in
such instructions,
(ii)
the municipal obligations are secured by cash or U.S. Treasury

Obligations which may be applied only to payment of the principal of,
interest and premium on such municipal obligations,
(iii) the principal of and interest on the U.S. Treasury Obligations (plus any
cash in the escrow) has been verified by the report of independent
certified public accountants to be sufficient to pay in full all principal
of, interest, and premium, if any, due and to become due on the
municipal obligations (Verification Report),
(iv) the cash or U.S. Treasury Obligations serving as security for the
municipal obligations are held by an escrow agent or trustee in trust
for owners of the municipal obligations,
(v)
no substitution of a U.S. Treasury Obligation will be permitted except

with another U.S. Treasury Obligation and upon delivery of a new
Verification Report, and
(vi) the cash or U.S. Treasury Obligations are not available to satisfy any
other claims, including those by or against the trustee or escrow agent.
(j)
Repurchase agreements with (i) any domestic bank, or domestic branch of a

foreign bank, the long term debt of which is rated at least A- by S&P and
A3 by Moodys, or (ii) any broker-dealer with retail customers or a
related affiliate thereof which broker-dealer has, or the parent company
(which guarantees the provider) of which has, long-term debt rated at least
A- by S&P and A3 by Moodys, which broker-dealer falls under the
jurisdiction of the Securities Investors Protection Corporation, or (iii) any
other entity rated at least A- by S&P and A3 Moodys;
(k)
Investment agreements with a domestic bank or corporation the long-term

debt of which, or, in the case of a guaranteed corporation the long-term debt,
or, in the case of a monoline financial guaranty insurance company, claims
paying ability, or the guarantor is rated at least AA- by S&P and Aa3 by
Moodys; and
(l)
the Local Agency Investment Fund established under Section 16429.1 of the
Government Code of the State of California, provided, however, that the
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Trustee must be allowed to make investments and withdrawals in its own

name and the Trustee may restrict investments in the Local Agency
Investment Fund if required to keep moneys available for the purposes of
this Indenture.
Plan Limitations means the limitations contained or incorporated in the Redevelopment
Plan on (a) the aggregate amount of taxes which may be divided and allocated to the Successor
Agency under the Redevelopment Plan, (b) the period of time for establishing or incurring
indebtedness payable from Tax Increment Revenues, and (c) the period of time for collection of
Tax Increment Revenues and repayment of Successor Agency indebtedness from Tax Increment
Revenues.
Principal Account means the account by that name established and held by the Trustee
under Section 4.03(b).
Principal Payment Date means each September 1st, commencing September 1, 2017.
Prior Bonds means, collectively, the 2004 Bonds and the 2008 Bonds.
Prior Bonds Trustee means MUFG Union Bank, N.A. (formerly known as Union Bank
of California, N.A.), its successors and assigns, as trustee for the Prior Bonds.
Project Area means the project area described in the Redevelopment Plan.
Qualified Reserve Account Credit Instrument means an irrevocable standby or directpay letter of credit, insurance policy, or surety bond issued by a commercial bank or insurance
company and deposited with the Trustee, provided that all of the following requirements are met
at the time of acceptance thereof by the Trustee: (a) S&P or Moodys have assigned a long-term
credit rating to such bank or insurance company ofs A (without regard to modifier) or higher;
(b) such letter of credit, insurance policy or surety bond has a term of at least 12 months; (c) such
letter of credit, insurance policy or surety bond has a stated amount at least equal to the portion
of the Reserve Requirement with respect to which funds are proposed to be released; and (d) the
Trustee is authorized pursuant to the terms of such letter of credit, insurance policy or surety
bond to draw thereunder an amount equal to any deficiencies which may exist from time to time
in the Interest Account or the Principal Account for the purpose of making payments required
pursuant to Sections 4.03(a), 4.03(b) or 4.03(c) of this Indenture.
Recognized Obligation Payment Schedule or ROPS means the schedule by that name
prepared before each Semiannual Period in accordance with the requirements of Section 34177(l)
of the Redevelopment Law.
Record Date means, with respect to any Interest Payment Date, the close of business on
the 15th calendar day of the month preceding such Interest Payment Date, whether or not such
15th calendar day is a Business Day.
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Redemption Account means the account by that name established and held by the
Trustee pursuant to Section 4.04.
Redevelopment Fund means the fund by that name established and held by the
Successor Agency under Section 3.04.
Redevelopment Obligation Retirement Fund means the fund established and held by
the Successor Agency pursuant to Section 34170.5(a) of the Redevelopment Law.
Redevelopment Law means the Community Redevelopment Law of the State,
constituting Part 1 of Division 24 of the Health and Safety Code of the State of California, and
the acts amendatory thereof and supplemental thereto.
Redevelopment Plan means the redevelopment plan for the Redevelopment Project
adopted by the City Council, on behalf of the Former Agency, with respect to the Project Area
on June 7, 1999 pursuant to its Ordinance No. 799 (99), together with all amendments thereto
hereafter made in accordance with the Redelopment Law.
Redevelopment Project means the undertaking of the Successor Agency under the
Redevelopment Plan and the Redevelopment Law for the redevelopment of the Project Area.
Redevelopment Property Tax Trust Fund means the fund established under Section
34170.5(b) of the Redevelopment Law and administered by the Lake County Auditor-Controller.
Refunding Bond Law means Article 11 (commencing with Section 53580) of Chapter 3
of Division 2 of Title 5 of the Government Code of the State of California, and the acts
amendatory thereof and supplemented thereto.
Registration Books means the records maintained by the Trustee under Section 2.07 for
the registration and transfer of ownership of the Bonds.
Request of the Successor Agency means a request in writing signed by an Authorized
Representative of the Successor Agency, or any other officer of the Successor Agency duly
authorized by the Successor Agency for that purpose.
Reserve Account means the account by that name established and held by the Trustee
pursuant to Section 4.03(d).
Reserve Requirement means, with respect to the Bonds and any Parity Bonds, the
lesser of (i) 125% of the average Annual Debt Service with respect to the Bonds and Parity
Bonds, as applicable, (ii) ten percent (10%) of the issue price of the Bonds and any Parity Bonds,
or (iii) Maximum Annual Debt Service with respect to the Bonds and Parity Bonds, as
applicable; provided, that in no event shall the Successor Agency, in connection with the
issuance of Parity Bonds in the form of Bonds pursuant to a Supplemental Indenture be obligated
to deposit an amount in the Reserve Account which is in excess of the amount permitted by the
applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds
without having to restrict the yield of any investment purchased with any portion of such deposit
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and, in the event the amount of any such deposit into the Reserve Account is so limited, the
Reserve Requirement shall, in connection with the issuance of such Parity Bonds issued in the
form of Bonds, be increased only by the amount of such deposit as permitted by the Code; and,
provided further that the Successor Agency may meet all or a portion of the Reserve
Requirement by depositing a Qualified Reserve Account Credit Instrument meeting the
requirements of Section 4.03(d) hereof.
S&P means Standard & Poors Ratings Services, a Standard & Poors Financial
Services LLC business, and its successors.
Securities Depositories means DTC and, in accordance with then current guidelines of
the Securities and Exchange Commission, such other addresses and/or such other securities
depositories as the Successor Agency may designate in a Certificate of the Successor Agency
delivered to the Trustee.
Semiannual Period means (a) each six-month period beginning on January 1 of any
calendar year and ending on June 30 of such calendar year, and (b) each six-month period
beginning on July 1 of any calendar year and ending on December 31 of such calendar year;
provided, however, if DOF or Redevelopment Law requires some other period or periods, then
Semiannual Period shall mean the period or periods so designated.
Serial Bonds means all Bonds other than Term Bonds.
Sinking Account means the account by that name in the Special Fund established and
held by the Trustee pursuant to Section 4.03(c).
Special Fund means the fund by that name which is established and held by the Trustee
pursuant to Section 4.03.
State means the State of California.
Subordinate Debt means any loan, advances or indebtedness issued or incurred by the
Successor Agency, which are either (a) payable from, but not secured by a pledge of or lien
upon, the Tax Revenues, including revenue bonds and other debts and obligations scheduled for
payment pursuant to Section 34183(a)(2) of the Redevelopment Law, or (b) secured by a pledge
of or lien upon the Tax Revenues which is subordinate to the pledge of and lien upon the Tax
Revenues hereunder for the security of the Bonds.
Successor Agency means the Successor Agency to the Redevelopment Agency of the
City of Lakeport, a public entity duly organized and existing under the Law.
Supplemental Indenture means any indenture, agreement or other instrument which
amends, supplements or modifies this Indenture and which has been duly entered into between
the Successor Agency and the Trustee; but only if and to the extent that such Supplemental
Indenture is specifically authorized hereunder.
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Tax Certificate means the Tax Certificate concerning certain matters pertaining to the
use and investment of the proceeds of the Bonds, executed and delivered by the Successor
Agency on the Closing Date, including the exhibits thereto.
Tax Code means the Internal Revenue Code of 1986 as in effect on the Closing Date or
(except as otherwise referenced herein) as it may be amended to apply to obligations issued on
the Closing Date, together with applicable temporary and final regulations promulgated, and
applicable official public guidance published, under said Code.
Tax Increment Revenues means moneys allocated and paid to the Successor Agency
derived from (a) that portion of taxes levied upon assessable property within the Project Area
which are allocated to the Successor Agency pursuant to Article 6 of Chapter 6 of the Law and
Section 16 of Article XVI of the Constitution of the State of California, or pursuant to other
applicable State laws, and (b) reimbursements, subventions, including payments to the Successor
Agency with respect to personal property within the Project Area pursuant to Section 16110, et
seq., of the Government Code of the State of California, or other payments made by the State of
California with respect to any property taxes that would otherwise be due on real or personal
property but for an exemption of such property from such taxes.
Tax Revenues means moneys deposited from time to time in the Redevelopment
Property Tax Trust Fund under Section 34183(a)(2) and Section 34183(a)(4)(b) of the
Redevelopment Law, and that are paid to the Successor Agency for deposit into the
Redevelopment Obligation Retirement Fund. If, and to the extent, that the provisions of Section
34172 or Section 34183(a)(2) of the Redevelopment Law are invalidated by a final judicial
decision, then Tax Revenues shall include all tax revenues allocated to the payment of
indebtedness of the Successor Agency pursuant to Section 33670 of the Redevelopment Law or
such other section as may be in effect at the time providing for the allocation of Tax Increment
Revenues to the Successor Agency in accordance with Article XVI, Section 16 of the California
Constitution.
Term Bonds means the Bonds maturing September 1, 20__, September 1, 20__ and
September 1, 20__ which are subject to mandatory Sinking Account redemption prior to their
stated maturity dates.
Trustee means__________________________, as Trustee hereunder, or any successor
thereto appointed as Trustee hereunder in accordance with the provisions of Article VI.
SECTION 1.02. Authorization. Each of the parties hereby represents and warrants that it
has full legal authority and is duly empowered to enter into this Indenture, and has taken all
actions necessary to authorize the execution hereof by the officers and persons signing it.
SECTION 1.03. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular include the
plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience
only and include the neuter, masculine or feminine gender, as appropriate.
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(b) Headings of articles and sections herein and the table of contents hereof are solely
for convenience of reference, do not constitute a part hereof and do not affect the meaning,
construction or effect hereof.
(c) All references herein to Articles, Sections and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Indenture; the words herein, hereof,
hereby, hereunder and other words of similar import refer to this Indenture as a whole and
not to any particular Article, Section or subdivision hereof.
ARTICLE II
AUTHORIZATION AND TERMS OF BONDS; REPRESENTATIONS AND
WARRANTIES OF THE SUCCESSOR AGENCY
SECTION 2.01. Authorization and Purpose of Bonds. The Successor Agency has
reviewed all proceedings heretofore taken and as a result of such review has found, and hereby
finds and determines, that all things, conditions and acts required by law to exist, happen or be
performed precedent to and in connection with the issuance of the Bonds do exist, have
happened and have been performed in due time, form and manner as required by law, and the
Successor Agency is now duly empowered, under each and every requirement of law, to issue
the Bonds in the manner and form provided in this Indenture. The Successor Agency hereby
authorizes the issuance of the Bonds under the Redevelopment Law and the Refunding Bond
Law, for the purpose of providing funds to refinance the Prior Bonds. The Bonds shall be
designated the Redevelopment Agency of the City of Lakeport, Series 2016 Tax Allocation
Refunding Bonds (Lakeport Redevelopment Project), Bank Qualified and shall be issued in the
aggregate principal amount of $___________.
SECTION
Closing Date, and
of $5,000 or any
(calculated on the
follows:
2.02. Terms of the Bonds. The Bonds shall be shall be dated as of the
shall be issued in fully registered form without coupons in the denomination
integral multiple thereof. The Bonds shall mature and shall bear interest
basis of a 360-day year of twelve 30-day months) at the rate per annum as
Maturity Date
(September 1)
Principal
Amount
INDENTURE
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Interest Rate
Per Annum
Interest on the Bonds (including the final interest payment upon maturity or earlier
redemption) shall be payable on each Interest Payment Date to the person whose name appears
on the Registration Books as the Owner thereof as of the Record Date immediately preceding
each such Interest Payment Date, such interest to be paid by check of the Trustee mailed by first
class mail, postage prepaid, on the Interest Payment Date, to such Owner at the address of such
Owner as it appears on the Registration Books as of such Record Date; provided however, that
payment of interest may be by wire transfer to an account in the United States of America to any
registered owner of Bonds in the aggregate principal amount of $1,000,000 or more who shall
furnish written wire instructions to the Trustee prior to the applicable Record Date. Principal of
and redemption premium (if any) on any Bond shall be paid upon presentation and surrender
thereof, at maturity, at the Office of the Trustee. Both the principal of and interest and premium
(if any) on the Bonds shall be payable in lawful money of the United States of America.
Each Bond shall bear interest from the Interest Payment Date next preceding the date of
authentication thereof, unless (a) it is authenticated after a Record Date and on or before the
following Interest Payment Date, in which event it shall bear interest from such Interest Payment
Date; or (b) a Bond is authenticated on or before the first Record Date, in which event it shall
bear interest from the Closing Date; provided, however, that if, as of the date of authentication of
any Bond, interest thereon is in default, such Bond shall bear interest from the Interest Payment
Date to which interest has previously been paid or made available for payment thereon.
SECTION 2.03. Optional Redemption of Bonds. The Bonds maturing on or before
September 1, 2026 are not subject to optional redemption prior to maturity. The Bonds maturing
on and after September 1, 2025, are subject to redemption, at the option of the Successor Agency
on any date on or after September 1, 2026, as a whole or in part, by such maturities as shall be
determined by the Successor Agency, and by lot within a maturity, from any available source of
funds, at a redemption price equal to the principal amount of the Bonds to be redeemed, together
with accrued interest thereon to the date fixed for redemption, without premium.
The Successor Agency shall be required to give the Trustee written notice of its intention
to redeem Bonds under this Section 2.03 with a designation of the principal amount and
maturities to be redeemed at least sixty (60) days prior to the date fixed for such redemption (or
such late date as is acceptable to the Trustee), and shall transfer to the Trustee for deposit in the
Special Fund all amounts required for such redemption at least five (5) Business Days prior to
the date fixed for such redemption.
SECTION 2.04. Mandatory Sinking Account Redemption. The Term Bonds maturing
on September 1, 20__ shall also be subject to redemption in whole, or in part by lot, on
September 1 in each of the years as set forth in the following tables, from Sinking Account
payments made by the Successor Agency pursuant to Section 4.03(c), at a redemption price
equal to the principal amount thereof to be redeemed together with accrued interest thereon to
the redemption date, without premium, or in lieu thereof shall be purchased pursuant to the
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succeeding paragraph of this Section 2.04, in the aggregate respective principal amounts and on
the respective dates as set forth in the following tables; provided, however, that if some but not
all of such Term Bonds have been redeemed pursuant to Section 2.03, the total amount of all
future Sinking Account payments pursuant to this Section 2.04 with respect to such Term Bonds
shall be reduced by the aggregate principal amount of such Term Bonds so redeemed, to be
allocated among such Sinking Account payments on a pro rata basis in integral multiples of
$5,000 as determined by the Successor Agency (written notice of which determination shall be
given by the Successor Agency to the Trustee).
Term Bonds Maturing September 1, 20__
Sinking Account
Payment Date
(September 1)
Principal Amount
to be Redeemed
The Term Bonds maturing on September 1, 20__ shall also be subject to redemption in
whole, or in part by lot, on September 1 in each of the years as set forth in the following table,
from Sinking Account payments made by the Successor Agency, at a redemption price equal to
the principal amount thereof to be redeemed together with accrued interest thereon to the
redemption date, without premium, or in lieu thereof shall be purchased pursuant to the
Indenture, in the aggregate respective principal amounts and on the respective dates as set forth
in the following table; provided, however, that if some but not all of such Term Bonds have been
optionally redeemed, the total amount of all future Sinking Account payments with respect to
such Term Bonds shall be reduced by the aggregate principal amount of such Term Bonds so
redeemed, to be allocated among such Sinking Account payments on a pro rata basis in integral
multiples of $5,000 as determined by the Successor Agency (written notice of which
determination shall be given by the Successor Agency to the Trustee).
Term Bonds Maturing on September 1, 20__
Sinking Account
Payment Date
(September 1)
Principal Amount
to be Redeemed
In lieu of such redemption of Term Bonds pursuant to such schedule, amounts on deposit
in the Sinking Account or the Redevelopment Obligation Retirement Fund (to the extent not
required to be transferred to the Trustee pursuant to Section 4.03 during the current Bond Year
other than for deposit in the Sinking Account) may also be used and withdrawn by the Trustee at
any time upon the Certifcate of the Successor Agency, for the purchase of part or all of the Term
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Bonds at public or private sale, as and when and at such prices (including brokerage and other
charges) as Successor Agency in its discretion may determine. The par amount of the portion of
the Term Bonds so purchased by the Successor Agency in any twelve-month period terminating
sixty (60) days prior to the redemption date shall be credited towards and will reduce the par
amount of remaining applicable Term Bonds required to be redeemed on the next succeeding
redemption date.
SECTION 2.05. Other Redemption Provisions.
(a) Notice of Redemption. The Trustee on behalf and at the expense of the Successor
Agency shall mail (by first class mail, postage prepaid) notice of any redemption at least thirty
(30) but not more than sixty (60) days prior to the redemption date, to (i) to the Owners of any
Bonds designated for redemption at their respective addresses appearing on the Registration
Books, and (ii) the Securities Depositories and to the Information Services; but such mailing
shall not be a condition precedent to such redemption and neither failure to receive any such
notice nor any defect therein shall affect the validity of the proceedings for the redemption of
such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the
redemption date and the redemption price, shall state that optional redemption is conditioned
upon the timely delivery of the redemption price by the Successor Agency to the Trustee for
deposit in the Redemption Account, shall designate the CUSIP number of the Bonds to be
redeemed, shall state the individual number of each Bond to be redeemed or shall state that all
Bonds between two stated numbers (both inclusive) or all of the Bonds Outstanding are to be
redeemed, and shall require that such Bonds be then surrendered at the Office of the Trustee for
redemption at the redemption price, giving notice also that further interest on such Bonds will
not accrue from and after the redemption date.
The Successor Agency has the right to rescind any notice of the optional redemption of
Bonds by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of
redemption shall be cancelled and annulled if for any reason funds will not be or are not
available on the date fixed for redemption for the payment in full of the Bonds then called for
redemption, and such cancellation shall not constitute an Event of Default. The Successor
Agency and the Trustee have no liability to the Owners or any other party related to or arising
from such rescission of redemption. The Trustee shall mail notice of such rescission of
redemption in the same manner as the original notice of redemption was sent under this Section.
Upon the payment of the redemption price of Bonds being redeemed, each check or other
transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number
identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or
other transfer.
(b) Partial Redemption of Bonds. In the event only a portion of any Bond is called for
redemption, then upon surrender of such Bond the Successor Agency shall execute and the
Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Successor
Agency, a new Bond or Bonds of the same interest rate and maturity, of authorized
denominations, in aggregate principal amount equal to the unredeemed portion of the Bond to be
redeemed.
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(c) Effect of Redemption. From and after the date fixed for redemption, if funds
available for the payment of the redemption price of and interest on the Bonds so called for
redemption shall have been duly deposited with the Trustee, such Bonds so called shall cease to
be entitled to any benefit under this Indenture other than the right to receive payment of the
redemption price and accrued interest to the redemption date, and no interest shall accrue thereon
from and after the redemption date specified in such notice.
(d) Manner of Redemption. Whenever any Bonds or portions thereof are to be selected
for redemption by lot, the Trustee shall make such selection, in such manner as the Trustee shall
deem appropriate, and shall notify the Successor Agency thereof to the extent Bonds are no
longer held in book-entry form. In the event of redemption by lot of Bonds, the Trustee shall
assign to each Bond then Outstanding a distinctive number for each $5,000 of the principal
amount of each such Bond. The Bonds to be redeemed shall be the Bonds to which were
assigned numbers so selected, but only so much of the principal amount of each such Bond of a
denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number
assigned to it and so selected. All Bonds redeemed or purchased pursuant to this Section 2.05(d)
shall be cancelled and destroyed.
SECTION 2.06. Form and Execution of Bonds. The Bonds will be initially delivered in
the form of a separate single fully registered bond (which may be typewritten) for each maturity
of the Bonds. The Bonds, the form of Trustees certificate of authentication, and the form of
assignment to appear thereon, are set forth in Appendix A attached hereto and by this reference
incorporated herein, with necessary or appropriate variations, omissions and insertions, as
permitted or required by this Indenture.
The Chair of the Successor Agency shall execute, and the Secretary of the Successor
Agency shall attest the Bonds. Either or both of such signatures may be made manually or may
be affixed by facsimile thereof. If any officer whose signature appears on a Bond ceases to be
such officer before the Closing Date, such signature will nevertheless be as effective as if the
officer had remained in office until the Closing Date. A Bond may be signed and attested on
behalf of the Successor Agency by such persons as at the actual date of the execution of that
Bond are the proper officers of the Successor Agency, duly authorized to execute debt
instruments on behalf of the Successor Agency, although on the date of that Bond any such
person was not an officer of the Successor Agency.
Only those Bonds bearing a certificate of authentication in the form set forth in Appendix
A, manually executed and dated by the Trustee, are valid or obligatory for any purpose or
entitled to the benefits of this Indenture, and such certificate of the Trustee is conclusive
evidence that such Bonds have been duly authenticated and delivered hereunder and are entitled
to the benefits of this Indenture. In the event temporary Bonds are issued pursuant to Section
2.10 hereof, the temporary Bonds may bear thereon a Certificate of Authentication executed and
dated by the Trustee, shall be initially registered by the Trustee, and, until so exchanged as
provided under Section 2.10 hereof, the temporary Bonds shall be entitled to the same benefits
pursuant to this Indenture as definitive Bonds authenticated and delivered hereunder.
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SECTION 2.07. Transfer and Exchange of Bonds.

(a)
Transfer. A Bond may, in accordance with its terms, be transferred, upon the
Registration Books, by the person in whose name it is registered, in person or by a duly
authorized attorney of such person, upon surrender of that Bond to the Trustee at its Office for
cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to
the Trustee, duly executed. Whenever any Bond or Bonds are surrendered for transfer, the
Successor Agency shall execute and the Trustee shall authenticate and deliver to the transferee a
new Bond or Bonds of like series, interest rate, maturity and aggregate principal amount. The
Trustee shall collect from the Owner any tax or other governmental charge on the transfer of any
Bonds pursuant to this Section 2.06. The Successor Agency will pay the cost of printing Bonds
and any services rendered or expenses incurred by the Trustee in connection with any transfer of
Bonds.
The Trustee may refuse to transfer, under the provisions of this Section 2.06, either (a)
any Bonds during the period fifteen (15) days prior to the date established by the Trustee for the
selection of Bonds for redemption, or (b) any Bonds selected by the Trustee for redemption.
(b) Exchange. The Bonds may be exchanged at the Office of the Trustee for a like
aggregate principal amount of Bonds of other authorized denominations and of the same series,
interest rate and maturity. The Trustee shall collect any tax or other governmental charge on the
exchange of any Bonds pursuant to this Section 2.07. The Successor Agency will pay the cost of
printing Bonds and any services rendered or expenses incurred by the Trustee in connection with
any exchange of Bonds. The Trustee may refuse to transfer, under the provisions of this Section
2.07, either (a) any Bonds during the period fifteen (15) days prior to the date established by the
Trustee for the selection of Bonds for redemption, or (b) any Bonds selected by the Trustee for
redemption.
SECTION 2.08. Registration Books. The Trustee will keep or cause to be kept, at its
Office, sufficient records for the registration and registration of transfer of the Bonds, which
must at all times during normal business hours, and upon reasonable notice, be open to
inspection by the Successor Agency; and, upon presentation for such purpose, the Trustee shall,
under such reasonable regulations as it may prescribe, register or transfer or cause to be
registered or transferred, on the Registration Books, Bonds as hereinbefore provided.
SECTION 2.09. Bonds Mutilated, Lost, Destroyed or Stolen. If a Bond is mutilated, the
Successor Agency, at the expense of the Owner of that Bond, shall execute, and the Trustee shall
thereupon authenticate and deliver, a new Bond of like tenor in exchange and substitution for the
Bond so mutilated, upon surrender to the Trustee of the Bond so mutilated. The Trustee shall
cancel every mutilated Bond surrendered to it and deliver such mutilated Bond to or upon the
order of the Successor Agency. If a Bond is lost, destroyed or stolen, evidence of such loss,
destruction or theft may be submitted to the Trustee and, if such evidence is satisfactory to the
Trustee and if indemnity satisfactory to the Trustee is given, the Successor Agency, at the
expense of the Owner, will execute, and the Trustee will thereupon authenticate and deliver, a
new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen.
The Trustee may require payment of a sum not exceeding the actual cost of preparing each new
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Bond issued under this Section and of the expenses which may be incurred by the Trustee in
connection therewith. Any Bond issued under the provisions of this Section in lieu of any Bond
alleged to be lost, destroyed or stolen will constitute an original additional contractual obligation
on the part of the Successor Agency whether or not the Bond so alleged to be lost, destroyed or
stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to
the benefits of this Indenture with all other Bonds issued under this Indenture.
Notwithstanding any other provision of this Section, in lieu of delivering a new Bond for
which principal has become due for a Bond which has been mutilated, lost, destroyed or stolen,
the Trustee may make payment of such Bond in accordance with its terms upon receipt of
indemnity satisfactory to the Trustee.
SECTION 2.10. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such denominations as may be determined by the
Successor Agency, and may contain such reference to any of the provisions of this Indenture as
may be appropriate. Every temporary Bond shall be executed by the Successor Agency upon the
same conditions and in substantially the same manner as the definitive Bonds. If the Successor
Agency issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and
thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange therefor at the
Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such
temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized
denominations, interest rates and like maturities. Until so exchanged, the temporary Bonds shall
be entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and
delivered hereunder.
SECTION 2.11. Book-Entry System.
(a) Original Delivery. The Bonds shall be initially delivered in the form of a separate
single fully registered Bond without coupons (which may be typewritten) for each maturity of
the Bonds. Upon initial delivery, the ownership of each such Bond shall be registered on the
Registration Books in the name of the Nominee. Except as provided in subsection (c), the
ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee on the
Registration Books.
With respect to Bonds the ownership of which shall be registered in the name of the
Nominee, neither the Successor Agency nor the Trustee shall have any responsibility or
obligation to any Depository System Participant or to any person on behalf of which the
Depository System Participant holds an interest in the Bonds. Without limiting the generality of
the immediately preceding sentence, neither the Successor Agency nor the Trustee shall have any
responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the
Nominee or any Depository System Participant with respect to any ownership interest in the
Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a
Bond Owner as shown in the Registration Books, of any notice with respect to the Bonds,
including any notice of redemption, (iii) the selection by the Depository of the beneficial
interests in the Bonds to be redeemed in the event the Successor Agency elects to redeem the
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Bonds in part, (iv) the payment to any Depository System Participant or any other person, other
than a Bond Owner as shown in the Registration Books, of any amount with respect to principal,
premium, if any, or interest on the Bonds or (v) any consent given or other action taken by the
Depository as Owner of the Bonds. The Successor Agency and the Trustee may treat and
consider the person in whose name each Bond is registered as the absolute owner of such Bond
for the purpose of payment of principal, premium and interest on such Bond, for the purpose of
giving notices of redemption and other matters with respect to such Bond, for the purpose of
registering transfers of ownership of such Bond, and for all other purposes whatsoever. The
Trustee shall pay the principal of and interest and premium, if any, on the Bonds only to the
respective Owners or their respective attorneys duly authorized in writing, and all such payments
shall be valid and effective to fully satisfy and discharge all obligations with respect to payment
of principal of and interest and premium, if any, on the Bonds to the extent of the sum or sums so
paid. No person other than a Bond Owner shall receive a Bond evidencing the obligation of the
Successor Agency to make payments of principal, interest and premium, if any, pursuant to this
Indenture. Upon delivery by the Depository to the Nominee of written notice to the effect that
the Depository has determined to substitute a new nominee in its place, and subject to the
provisions herein with respect to Record Dates, such new nominee shall become the Nominee
hereunder for all purposes; and upon receipt of such a notice the Successor Agency shall
promptly deliver a copy of the same to the Trustee.
(b) Representation Letter. In order to qualify the Bonds for the Depositorys book-entry
system, the Successor Agency and the Trustee shall execute and deliver to such Depository a
letter representing such matters as shall be necessary to so qualify the Bonds. The execution and
delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any
other way impose upon the Successor Agency or the Trustee any obligation whatsoever with
respect to persons having interests in the Bonds other than the Bond Owners. The Trustee agrees
to comply with all provisions in such letter with respect to the giving of notices thereunder by the
Trustee. In addition to the execution and delivery of such letter, upon written request of the
Depository or the Trustee, the Successor Agency may take any other actions, not inconsistent
with this Indenture, to qualify the Bonds for the Depositorys book-entry program.
(c) Transfers Outside Book-Entry System. In the event that either (i) the Depository
determines not to continue to act as Depository for the Bonds, or (ii) the Successor Agency
determines to terminate the Depository as such, then the Successor Agency shall thereupon
discontinue the book-entry system with such Depository. In such event, the Depository shall
cooperate with the Successor Agency and the Trustee in the issuance of replacement Bonds by
providing the Trustee with a list showing the interests of the Depository System Participants in
the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Trustee
on or before the date such replacement Bonds are to be issued. The Depository, by accepting
delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the
termination of the Depository acting as such, the Successor Agency fails to identify another
Securities Depository to replace the Depository, then the Bonds shall no longer be required to be
registered in the Registration Books in the name of the Nominee, but shall be registered in
whatever name or names the Owners transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Article II. Prior to its termination, the Depository shall
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furnish the Trustee with the names and addresses of the Depository System Participants and
respective ownership interests thereof.
(d) Payments to the Nominee. Notwithstanding any other provision of this Indenture to
the contrary, so long as any Bond is registered in the name of the Nominee, all payments with
respect to principal of and interest and premium (if any) on such Bond and all notices with
respect to such Bond shall be made and given, respectively, as provided in the letter described in
subsection (b) of this Section or as otherwise instructed by the Depository.
SECTION 2.12. Representations, Warranties and Agreements of the Successor Agency.
The Successor Agency hereby represents warrants and agrees that:
(a)
The Successor Agency is a validly existing successor agency, duly organized
under the laws of the State, with the power to issue the Bonds pursuant to the Redevelopment
Law, the Refunding Bond Law, the Dissolution Act and the Bond Resolution.
(b)
The Successor Agency has full legal right, power and authority under the
Constitution and the laws of the State to adopt the Bond Resolution, to enter into this Indenture,
and to sell, issue and deliver the Bonds as provided herein; the Successor Agency has full legal
right, power and authority to perform its obligations under this Indenture, and to carry out and
consummate the transactions contemplated hereby; the Successor Agency has complied with, or
will at the Closing Date be in compliance with, in all respects material to this transaction, the
Constitution, the Redevelopment Law, the Refunding Bond Law, the Dissolution Act and laws of
the State, and the terms of the Bond Resolution, the Bonds and this Indenture.
(c)
By all necessary official action, the Successor Agency has duly adopted the Bond
Resolution, has duly authorized and approved the execution and delivery of, and the performance
of its obligations under, the Bonds and this Indenture, and the consummation by it of all other
transactions contemplated by this Indenture and the Bond Resolution. When executed and
delivered by the Trustee, this Indenture will be in full force and effect and each will constitute a
legal, valid and binding agreement or obligation of the Successor Agency, enforceable in
accordance with its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable principles relating to or
limiting creditors rights generally, the application of equitable principles, the exercise of judicial
discretion and the limitations on legal remedies against public entities in the State.
(d)
The Bonds, when issued, authenticated and delivered in accordance with the Bond
Resolution and this Indenture, will constitute legal, valid and binding obligations of the
Successor Agency, enforceable in accordance with their respective terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or limiting creditors rights generally, the application of equitable
principles, the exercise of judicial discretion and the limitations on legal remedies against public
entities in the State, and are entitled to the benefits of the laws of the State, the Indenture and the
Bond Resolution.
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(e)
All consents, approvals, authorizations, orders, licenses or permits of any
governmental authority, legislative body, board, agency or commission having jurisdiction of the
matter, that are required for the due authorization by, or that would constitute a condition
precedent to or the absence of which would materially adversely affect the issuance, delivery or
sale of the Bonds and the execution, delivery of and performance of this Indenture by the
Successor Agency have been duly obtained (except for such approvals, consents and orders as
may be required under the Blue Sky or securities laws of any state in connection with the
offering and sale of the Bonds, as to which no representation is made).
(f)
The Successor Agency is not in any material respect in breach of or default under
any constitutional provision, law or administrative regulation of the State or of the United States
or any Successor Agency or instrumentality of either or any judgment or decree or any loan
agreement, indenture, bond, note, resolution, agreement or other instrument to which the
Successor Agency is a party or to which the Successor Agency or any of its property or assets is
otherwise subject (including, without limitation, the Bond Resolution and this Indenture), and no
event has occurred and is continuing which with the passage of time or the giving of notice, or
both, would constitute a default or event of default under any such instrument; and the adoption
of the Bond Resolution, the issuance, delivery and sale of the Bonds and the execution and
delivery of this Indenture and compliance with the Successor Agencys obligations therein and
herein will not in any material respect conflict with, violate or result in a breach of or constitute a
default under, any constitutional provision, law, administrative regulation, judgment, decree,
loan agreement, indenture, agreement, mortgage, lease or other instrument to which the
Successor Agency is a party or to which the Successor Agency or any of its property or assets 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 property or assets of the Successor Agency or under the terms of any
such law, regulation or instruments, except as provided by the Bond Resolution and this
Indenture.
(g)
No action, suit, proceeding, inquiry or investigation at law or in equity before or
by any court, government agency, public board or body, is pending or, to the best of the
Successor Agencys knowledge, threatened against the Successor Agency: (i) in any way
affecting the existence of the Successor Agency or in any way challenging the respective powers
of the several offices or the titles of the officials of the Successor Agency to such offices; (ii)
affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of any of the
Bonds or the application of the proceeds of the sale of the Bonds; (iii) in any way contesting or
affecting, as to the Successor Agency, the validity or enforceability of the Bond Resolution, the
Bonds or this Indenture; (iv) in any way contesting the powers of the Successor Agency or its
authority with respect to issuance or delivery of the Bonds, the adoption of the Bond Resolution,
or the execution and delivery of this Indenture; (v) contesting the exclusion from gross income of
interest on the Bonds for federal income tax purposes; or (vi) in any way contesting or
challenging the consummation of the transactions contemplated hereby or that might materially
adversely affect the ability of the Successor Agency to perform and satisfy its obligations under
this Indenture or the Bonds, including, but not limited to, any suit filed relating to the Plan
Limitations (or to the Department of Finances interpretation that any Plan Limitations are no
longer applicable to the Project Area) that might result in the Plan Limiatations being
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reinstituted; nor to the best of the Successor Agencys knowledge is there any basis for any such
action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or
finding would materially adversely affect the proceedings authorizing the Bond Resolution or
this Indenture or the performance by the Successor Agency of its obligations thereunder, or the
authorization, execution, delivery or performance by the Successor Agency of the Bonds, the
Bond Resolution or this Indenture.
(h)
The Successor Agency has the legal authority to apply and will apply, or cause to
be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms
and provisions of the Redevelopment Law, the Bond Resolution and this Indenture, and will not
take or omit to take any action which action or omission will adversely affect the exclusion from
gross income for federal income tax purposes of the interest on the Bonds.
(i)
The Successor Agency has not been notified of any listing or proposed listing by
the Internal Revenue Service to the effect that the Successor Agency is a bond issuer whose
arbitrage certificates may not be relied upon.
(j)
The Successor Agency is not in default, and at no time has defaulted in any
material respect, on any bond, note or other obligation for borrowed money or any agreement
under which any such obligation is or was outstanding.
(k)
The financial statements of, and other financial information regarding the
Successor Agency relating to the receipts, expenditures and cash balances of revenues by the
Successor Agency as of June 30, 2015 fairly represent the receipts, expenditures and cash
balances of such amounts and, insofar as presented, other funds of the Successor Agency as of
the dates and for the periods therein set forth. The financial statements of the Successor Agency
have been prepared in accordance with generally accepted accounting principles consistently
applied. There has not been any materially adverse change in the financial condition of the
Successor Agency or in its operations since June 30, 2015, and there has been no occurrence,
circumstance or combination thereof which is reasonably expected to result in any such
materially adverse change.
(l)
The Successor Agency represents and warrants that, other than the pledge of the
Tax Revenues that secures the Bonds, neither the Former Agency nor it has heretofore made a
pledge of, granted a lien on or security interest in, or made an assignment or sale of the Tax
Revenues that ranks on a parity with or prior to the pledge granted under this Indenture.
ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF BOND PROCEEDS
SECTION 3.01. Issuance of Bonds. Upon the execution and delivery of this Indenture,
the Successor Agency will execute and deliver the Bonds in the aggregate principal amount of
$_________ to the Trustee, and the Trustee shall authenticate and deliver the Bonds upon receipt
of a Request of the Successor Agency therefor.
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SECTION 3.02. Deposit and Application of Bond Proceeds. On the Closing Date, the
proceeds of sale of the Bonds in the amount of $_________ (being the aggregate principal
amount of the Bonds, less an original issue discount in the amount of $_________, and less an
underwriters discount in the amount of $_________), shall be deposited and/or transferred as
follows:
(a)
The Participating Underwriter shall wire $_________ directly to the Insurer

in full payment of the Bond Insurance Policy and the Qualified Reserve
Account Credit Instrument.
(b)
The Participating Underwriter shall wire $_________ directly to the Trustee

for deposit in the Costs of Issuance Fund.
(c)
The Participating Underwriter shall wire $_________ directly to the 2004

Escrow Agent for deposit and application in accordance with the 2004
Escrow Agreement.
(d)
The Participating Underwriter shall wire $_________ directly to the 2008

Escrow Agent for deposit and application in accordance with the 2008
Escrow Agreement.
The Trustee may establish a temporary fund or account to facilitate and record the
transfers required to be made under this Section 3.02.
SECTION 3.03. Costs of Issuance Fund. There is hereby established a separate fund to
be known as the Costs of Issuance Fund, which the Trustee shall hold in trust. The Trustee
shall disburse moneys in the Costs of Issuance Fund from time to time to pay Costs of Issuance
upon submission of a Request of the Successor Agency stating (a) the person to whom payment
is to be made, (b) the amounts to be paid, (c) the purpose for which the obligation was incurred,
(d) that such payment is a proper charge against the Costs of Issuance Fund, and (e) that such
amounts have not been the subject of a prior Request of the Successor Agency; in each case
together with a statement or invoice for each amount requested thereunder. On ______ 1, 2016,
the Trustee shall transfer any amounts remaining in the Costs of Issuance Fund to the Interest
Account, and the Trustee shall thereupon close the Costs of Issuance Fund.
ARTICLE IV
SECURITY FOR THE BONDS; FLOW OF FUNDS
SECTION 4.01. Security of Bonds; Equal Security. The Bonds and any Parity Bonds
shall be equally secured by a pledge of, security interest in and lien on all of the Tax Revenues,
including all of the Tax Revenues in the Redevelopment Obligation Retirement Fund. Such
pledge and lien are for the equal security of the Bonds without preference or priority for series,
issue, number, dated date, sale date, date of execution or date of delivery. The Bonds shall be
additionally secured by a first pledge of and lien upon all of the moneys in the Special Fund
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(including the Interest Account, the Principal Account and the Sinking Account), and upon all of
the moneys in the Reserve Account established by Section 4.03(d). The Bonds shall be also
equally secured by the pledge and lien created with respect to the Bonds by Section 34177.5(g)
of the Law on moneys deposited from time to time in the Redevelopment Property Tax Trust
Fund. Except for the Tax Revenues and such other moneys pledged hereunder, no funds of the
Successor Agency are pledged to, or otherwise liable for, the payment of principal of or interest
on the Bonds.
In consideration of the acceptance of the Bonds by those who hold the same from time to
time, this Indenture constitutes a contract between the Successor Agency and the Owners from
time to time of the Bonds, and the covenants and agreements herein set forth to be performed on
behalf of the Successor Agency are for the equal and proportionate benefit, security and
protection of all Owners of the Bonds without preference, priority or distinction as to security or
otherwise of any of the Bonds over any of the others by reason of the number or date thereof or
the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as
expressly provided therein or herein.
SECTION 4.02. Deposit and Application of Tax Revenues. The Successor Agency has
heretofore established the Redevelopment Obligation Retirement Fund pursuant to Section
34170.5(a) of the Redevelopment Law, which the Successor Agency shall continue to hold so
long as any of the Bonds remain Outstanding.
The Successor Agency shall deposit all of the Tax Revenues received with respect to any
Semiannual Period into the Redevelopment Obligation Retirement Fund promptly upon receipt
thereof by the Successor Agency. All Tax Revenues received by the Successor Agency during
any Semiannual Period in excess of the amount required to pay debt service on the Bonds and
any Parity Bonds, shall be released from the pledge and lien hereunder for the security of the
Bonds and may be applied by the Successor Agency for any lawful purposes of the Successor
Agency.
SECTION 4.03. Special Fund; Transfer of Amounts to Trustee. There is hereby
established a separate trust fund to be known as the Special Fund, which the Trustee shall hold
in trust so long as any of the Bonds remain Outstanding. The Successor Agency shall transfer
amounts on deposit in the Redevelopment Obligation Retirement Fund to the Trustee in the
following amounts at the following times, for deposit by the Trustee in the following respective
special accounts within the Special Fund, which accounts are hereby established with the
Trustee, in the following order of priority:
(a)
Interest Account. On or before the 5th Business Day preceding each Interest
Payment Date, the Successor Agency will withdraw from the Redevelopment
Obligation Retirement Fund and transfer to the Trustee for deposit in the Interest
Account an amount which, when added to the amount then on deposit in the Interest
Account, equals the aggregate amount of the interest coming due and payable on
the Outstanding Bonds and any Parity Bonds on such Interest Payment Date. No
such transfer and deposit need be made to the Interest Account if the amount
contained therein is at least equal to the interest to become due on the next
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succeeding Interest Payment Date upon all of the Outstanding Bonds and any Parity
Bonds. The Trustee shall apply amounts in the Interest Account solely for the
purpose of paying the interest on the Bonds and any Parity Bonds when due and
payable.
(b)
Principal Account. On or before the 5th Business Day preceding each Principal
Payment Date, the Successor Agency shall withdraw from the Redevelopment
Obligation Retirement Fund and transfer to the Trustee for deposit in the Principal
Account an amount which, when added to the amount then on deposit in the
Principal Account, equals the amount of principal coming due and payable on such
date on the Outstanding Bonds and any Parity Bonds on the next Principal Payment
Date. No such transfer and deposit need be made to the Principal Account if the
amount contained therein is at least equal to the principal to become due on the next
Principal Payment Date, on all of the Outstanding Bonds and any Parity Bonds. All
moneys in the Principal Account shall be used and withdrawn by the Trustee solely
for the purpose of paying the principal of the Bonds and any Parity Bonds as it shall
become due and payable.
(c)
Sinking Account. On or before the 5th Business Day preceding each Principal
Payment Date on which any Outstanding Term Bonds are subject to mandatory
redemption, the Successor Agency shall withdraw from the Redevelopment
Obligation Retirement Fund and transfer to the Trustee for deposit in the Sinking
Account an amount which, when added to the amount then contained in the Sinking
Account, equals the aggregate principal amount of the Term Bonds required to be
redeemed on such Principal Payment Date pursuant to Section 2.04. All moneys on
deposit in the Sinking Account shall be used and withdrawn by the Trustee for the
sole purpose of paying the principal of the Term Bonds as it shall become due and
payable upon redemption or purchase pursuant to Section 2.04.
(d)
Reserve Account. There is hereby established in the Special Fund a separate

account known as the Reserve Account solely as security for payments payable
by the Successor Agency pursuant to this Section 4.03 and pursuant to any other
Parity Bonds, which shall be held by the Trustee in trust for the benefit of the
Owners of the Bonds and any Parity Bonds. In the event that the amount on deposit
in the Reserve Account at any time becomes less than the Reserve Requirement, the
Trustee shall promptly notify the Successor Agency of such fact. Upon receipt of
any such notice and as promptly as is permitted by the Redevelopment Law, the
Successor Agency shall transfer to the Trustee an amount sufficient to maintain the
Reserve Requirement on deposit in the Reserve Account.
The amount on deposit in the Reserve Account shall be maintained at the Reserve
Requirement at all times prior to the payment of the Bonds and any Parity Bonds in
full. If there shall then not be sufficient Tax Revenues to transfer an amount
sufficient to maintain the Reserve Requirement on deposit in the Reserve Account,
the Successor Agency shall be obligated to continue making transfers as Tax
Revenues become available until there is an amount sufficient to maintain the
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Reserve Requirement on deposit in the Reserve Account. No such transfer and

deposit need be made to the Reserve Account so long as there shall be on deposit
therein a sum at least equal to the Reserve Requirement. All money in the Reserve
Account shall be used and withdrawn by the Trustee solely for the purpose of
making transfers pursuant any Parity Bonds instruments and hereunder to the
Interest Account, the Principal Account and the Sinking Account, in the event of
any deficiency at any time in any of such accounts or for the retirement of all the
Bonds then Outstanding, except that so long as the Successor Agency is not in
default hereunder or under any Parity Bonds, any amount in the Reserve Account in
excess of the Reserve Requirement shall be withdrawn from the Reserve Account
semiannually on or before two (2) Business Days preceding each March 1 and
September 1 by the Trustee and deposited in the Interest Account or be applied pro
rata in accordance with any applicable provision of any Parity Bonds. All amounts
in the Reserve Account on the Business Day preceding the final Interest Payment
Date shall be withdrawn from the Reserve Account and shall be transferred to the
Interest Account and the Principal Account, in such order, to the extent required to
make the deposits then required to be made pursuant to this Section 4.03 or shall be
applied pro rata as required by any Parity Bonds, as applicable.
The Successor Agency shall have the right at any time to direct the Trustee to
release funds from the Reserve Account, in whole or in part, by tendering to the
Trustee: (i) a Qualified Reserve Account Credit Instrument, and (ii) an opinion of
Bond Counsel stating that neither the release of such funds nor the acceptance of
such Qualified Reserve Account Credit Instrument will cause interest on the Bonds
or any Parity Bonds the interest on which is excluded from gross income of the
owners thereof for federal income tax purposes to become includable in gross
income for purposes of federal income taxation. Upon tender of such items to the
Trustee, and upon delivery by the Successor Agency to the Trustee of written
calculation of the amount permitted to be released from the Reserve Account (upon
which calculation the Trustee may conclusively rely), the Trustee shall transfer such
funds from the Reserve Account to the Successor Agency to be applied in
accordance with Redeveloment Law. The Trustee shall comply with all
documentation relating to a Qualified Reserve Account Credit Instrument as shall
be required to maintain such Qualified Reserve Account Credit Instrument in full
force and effect and as shall be required to receive payments thereunder in the event
and to the extent required to make any payment when and as required under this
subsection (d). Upon the expiration of any Qualified Reserve Account Credit
Instrument, the Successor Agency shall either (i) replace such Qualified Reserve
Account Credit Instrument with a new Qualified Reserve Account Credit
Instrument, or (ii) deposit or cause to be deposited with the Trustee an amount of
funds equal to the Reserve Requirement, to be derived from the first legally
available Tax Revenues. If the Reserve Requirement is being maintained partially
in cash and partially with a Qualified Reserve Account Credit Instrument, the cash
shall be first used to meet any deficiency which may exist from time to time in the
Interest Account or the Principal Account for the purpose of making payments
required pursuant to Sections 4.03(a) or 4.03(b) of this Indenture. If the Reserve
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Requirement is being maintained with two or more Qualified Reserve Account

Credit Instruments, any draw to meet a deficiency which may exist from time to
time in the Interest Account or the Principal Account for the purpose of making
payments required pursuant to Sections 4.03(a), 4.03(b) or 4.03(c) of this Indenture
shall be pro-rata with respect to each such instrument.
The Reserve Account may be maintained in the form of one or more separate subaccounts which are established for the purpose of holding the proceeds of separate
issues of the Bonds and any Parity Bonds in conformity with applicable provisions
of the Code to the extent directed by the Successor Agency in writing to the
Trustee. Additionally, the Successor Agency may, in its discretion, combine
amounts on deposit in the Reserve Account and on deposit in any reserve account
relating to any (but not necessarily all) Parity Bonds in order to maintain a
combined reserve account for the Bonds and any (but not necessarily all) Parity
Bonds.
SECTION 4.04. Redemption Account. The Trustee shall establish and maintain the
Redemption Account. On or before the Business Day preceding any date on which Bonds are to
be redeemed pursuant to Section 2.03, other than mandatory Sinking Account redemption of
Term Bonds, the Trustee shall withdraw from the Special Fund any amount transferred by the
Successor Agency pursuant to Section 2.03 for deposit in the Redemption Account, such amount
being the amount required to pay the principal of and premium, if any, on the Bonds to be
redeemed on such date pursuant to Section 2.03. All moneys in the Redemption Account shall be
used and withdrawn by the Trustee solely for the purpose of paying the principal of and
premium, if any, on the Bonds to be redeemed pursuant to Section 2.03 on the date set for such
redemption, other than mandatory Sinking Account redemption of Term Bonds. Interest due on
Bonds to be redeemed on the date set for redemption shall, if applicable, be paid from funds
available therefor in the Interest Account.
SECTION 4.05. Rebate Fund. The Trustee shall establish the Rebate Fund and the
Successor Agency shall comply with the requirements below. All money at any time deposited
in the Rebate Fund shall be held by the Trustee in trust, for payment to the United States
Treasury. All amounts on deposit in the Rebate Fund shall be governed by this Section and the
applicable Tax Certificate, unless the Successor Agency obtains an opinion of Bond Counsel that
the exclusion from gross income of interest on the Bonds will not be adversely affected for
federal income tax purposes if such requirements are not satisfied.
(a)
Excess Investment Earnings.
(i)
Computation. Within 55 days of the end of each fifth Computation Year
with respect to the Bonds, the Successor Agency shall calculate or cause to be calculated
the amount of rebatable arbitrage, in accordance with Section 148(f)(2) of the Code and
Section 1.148-3 of the Rebate Regulations (taking into account any applicable exceptions
with respect to the computation of the rebatable arbitrage, described, if applicable, in the
Tax Certificate (e.g. the temporary investments exception of Section 148(f)(4)(B) and the
construction expenditure exception of Section 148(f)(4)(C) of the Code), for this purpose
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treating the last day of the applicable Computation Year as a computation date, within the
meaning of Section 1.148-1(b) of the Rebate Regulations (the Rebatable Arbitrage).
The Successor Agency shall obtain expert advice as to the amount of the Rebatable
Arbitrage to comply with this Section.
(ii)
Transfer. Within 55 days of the end of each fifth Computation Year with
respect to the Bonds, upon a Written Request of the Successor Agency, an amount shall
be deposited to the Rebate Fund by the Trustee from any legally available funds,
including the other funds and accounts established herein, so that the balance in the
Rebate Fund shall equal the amount of Rebatable Arbitrage so calculated in accordance
with clause (i) of this Section 4.05(a). In the event that immediately following the
transfer required by the previous sentence, the amount then on deposit to the credit of the
Rebate Fund exceeds the amount required to be on deposit therein, upon receiving a
Written Request of the Successor Agency, the Trustee shall withdraw the excess from the
Rebate Fund and deposit the excess to the Interest Account.
(iii)
Payment to the Treasury. The Successor Agency shall direct the Trustee
in writing to pay to the United States Treasury, out of amounts in the Rebate Fund.
(X)
Not later than 60 days after the end of (A) the fifth Computation
Year with respect to the Bonds, and (B) each applicable fifth Computation Year
thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated
as of the end of such Computation Year; and
(Y)
Not later than 60 days after the payment of all the Bonds, an
amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such
applicable Computation Year, and any income attributable to the Rebatable
Arbitrage, computed in accordance with Section 148(f) of the Code.
In the event that, prior to the time of any payment required to be made from the Rebate
Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment
is due, the Successor Agency shall calculate or cause to be calculated the amount of such
deficiency and deposit an amount received from any legally available source, including the other
funds and accounts established herein, equal to such deficiency in the Rebate Fund prior to the
time such payment is due. Each payment required to be made pursuant to this Subsection
4.05(a)(iii) shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 on or
before the date on which such payment is due, and shall be accompanied by Internal Revenue
Service Form 8038-T prepared by the Successor Agency, or shall be made in such other manner
as provided under the Code.
(b)
Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after
redemption, if any, and payment of the Bonds and the payments described in Section 4.05(a)(iii),
shall be transferred by the Trustee to the Successor Agency at the written direction of the
Successor Agency and utilized in any manner by the Successor Agency.
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(c)
Survival of Defeasance. Notwithstanding anything in this Section 4.05 or this
Indenture to the contrary, the obligation to comply with the requirements of this Section shall
survive the defeasance of the Bonds and any Parity Bonds.
(d)
Trustee not Responsible. The Trustee shall have no obligations or responsibilities
under this Section other than to follow the written directions of the Successor Agency. The
Trustee shall have no responsibility to make any calculations of rebate or to independently
review or verify such calculations.
SECTION 4.06. Investment of Moneys in Funds. The Trustee shall invest moneys in
any of the funds established and held by the Trustee hereunder in Permitted Investments
specified in the Request of the Successor Agency (which Request will be deemed to include a
certification that the specified investment is a Permitted Investment) delivered to the Trustee at
least two Business Days in advance of the making of such investments. In the absence of any
such direction from the Successor Agency, the Trustee shall invest any such moneys solely in
Permitted Investments described in clause (g) of the definition thereof. The Successor Agency
will invest moneys in the Redevelopment Obligation Retirement Fund in any obligations in
which the Successor Agency is legally authorized to invest funds within its control.
Obligations purchased as an investment of moneys in any fund or account shall be
deemed to be part of such fund or account. Whenever in this Indenture any moneys are required
to be transferred by the Successor Agency to the Trustee, such transfer may be accomplished by
transferring a like amount of Permitted Investments. All interest or gain derived from the
investment of amounts in any of the funds or accounts held by the Trustee hereunder shall be
retained in the respective fund or account from which such investment was made. For purposes
of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder
upon receipt by the Trustee of the Request of the Successor Agency. The Trustee may act as
principal or agent in the acquisition or disposition of any investment and may impose its
customary charges therefor. The Trustee has no liability for losses arising from any investments
made under this Section.
The Successor Agency acknowledges that to the extent regulations of the Comptroller of
the Currency or other applicable regulatory entity grant the Successor Agency the right to receive
brokerage confirmations of security transactions as they occur, the Successor Agency
specifically waives receipt of such confirmations to the extent permitted by law. The Trustee
will furnish the Successor Agency periodic transaction statements which shall include detail for
all investment transactions made by the Trustee hereunder. The Trustee or any of its affiliates
may act as sponsor, advisor or manager in connection with any investments made by the Trustee
hereunder.
SECTION 4.07. Valuation and Disposition of Investments.
(a) Except as otherwise provided in subsection (b) of this Section, the Successor
Agency covenants that all investments of amounts deposited in any fund or account created by or
under this Indenture, or otherwise containing gross proceeds of the Bonds (within the meaning of
Section 148 of the Tax Code) shall be acquired, disposed of and valued (as of the date that
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valuation is required by this Indenture or the Tax Code) at Fair Market Value as such term is
defined in subsection (d) below. The Trustee has no duty in connection with the determination
of Fair Market Value other than to follow the investment directions of the Successor Agency in
any Certificate or Request of the Successor Agency.
(b) Investments in funds or accounts (or portions thereof) that are subject to a yield
restriction under applicable provisions of the Tax Code shall be valued at cost thereof (consisting
of present value thereof within the meaning of Section 148 of the Tax Code); provided that the
Successor Agency must inform the Trustee which funds are subject to a yield restriction, and
must provide the Trustee with any necessary valuation criteria or formulae.
(c) Except as provided in the preceeding subsection (b), for the purpose of determining
the amount in any fund, the Trustee shall value Permitted Investments credited to such fund at
least annually at the Fair Market Value thereof. The Trustee may utilize computerized securities
pricing services that may be available to it, including those available through its regular
accounting system. If and as directed by the Successor Agency in writing, the Trustee shall sell
or present for redemption any Permitted Investment so purchased by the Trustee whenever it is
necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement
from the fund to which such Permitted Investment is credited, and the Trustee has no liability or
responsibility for any loss resulting therefrom.
(d) For purposes of this Section, the term Fair Market Value shall mean the price at
which a willing buyer would purchase the investment from a willing seller in a bona fide, arms
length transaction (determined as of the date the contract to purchase or sell the investment
becomes binding) if the investment is traded on an established securities market (within the
meaning of Section 1273 of the Tax Code) and, otherwise, the term Fair Market Value means
the acquisition price in a bona fide arms length transaction (as referenced above) if (i) the
investment is a certificate of deposit that is acquired in accordance with applicable regulations
under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal
or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed
investment contract, a forward supply contract or other investment agreement) that is acquired in
accordance with applicable regulations under the Tax Code, or (iii) the investment is a United
States Treasury Security -- State and Local Government Series which is acquired in accordance
with applicable regulations of the United States Bureau of Public Debt.
ARTICLE V
OTHER COVENANTS OF THE SUCCESSOR AGENCY
SECTION 5.01. Punctual Payment. The Successor Agency will punctually pay or cause
to be paid the principal, premium (if any) and interest to become due in respect of all the Bonds
in strict conformity with the terms of the Bonds and this Indenture. The Successor Agency will
faithfully observe and perform all of the conditions, covenants and requirements of this Indenture
and all Supplemental Indentures. Nothing herein contained prevents the Successor Agency from
making advances of other legally available funds to make any payment referred to herein.
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SECTION 5.02. Compliance with the Redevelopment Law; Recognized Obligation

Payment Schedules. The Successor Agency shall comply with all of the requirements of the
Redevelopment Law and Dissolution Act. The Successor Agency shall take all actions required
under the Redevelopment Law and Dissolution Act to prepare and file Recognized Obligation
Payment Schedules so as to enable the Lake County Auditor-Controller to distribute from the
Redevelopment Property Tax Trust Fund for deposit in the Redevelopment Obligation
Retirement Fund all amounts as shall be required to enable the Successor Agency to pay timely
principal of, and interest on, the Bonds coming due in such Bond Year, including the inclusion
on the applicable Recognized Obligation Payment Schedule the amounts set forth in the
Recognized Obligation Debt Service Payment Schedule attached hereto as Appendix B and
hereby made a part hereof.
Without limiting the generality of the foregoing paragraph, the Successor Agency shall
take all actions required under the Redevelopment Law and Dissolution Act to include in the
Recognized Obligation Payment Schedule for the January 1 to June 30 Semiannual Period of
each year, to the maximum extent permitted: (i) all debt service due on the Bonds and any Parity
Bonds due in that calendar year (the Current Year Debt Service), (ii) any amounts required to
replenish the Reserve Account to the Reserve Requirement on any reserve funds established
thereunder to the applicable reserve requirement thereunder, and (iii) all amounts due and owing
the Insurer, if any. The Successor Agency shall further take all actions required under the
Redevelopment Law and Dissolution Act to include in the Recognized Obligation Payment
Schedule for the July 1 to December 31 Semiannual Period of each year: (i) all amounts required
to make any remaining payments due on the Current Year Debt Service, if any, (ii) any amounts
required to replenish the Reserve Account to the Reserve Requirement on any reserve funds
established thereunder to the applicable reserve requirement thereunder, and (iii) all amounts due
and owing the Insurer, if any.
In addition, the Successor Agency covenants that it shall, on or before December 1 of
each year, file a Notice of Insufficiency with the Lake County Auditor-Controller if the amount
of Tax Revenues available to the Successor Agency from the Redevelopment Property Tax Trust
Fund for transfer to the Redevelopment Obligation Retirement Fund on the upcoming January 2
is insufficient to fully fund all required amounts payable from the Redevelopment Obligation
Retirement Fund during the next succeeding Semiannual Period. The Successor Agency
covenants that on or before May 1 of each year, it shall file a Notice of Insufficiency with the
Lake County Auditor-Controller if the amount of Tax Revenues available to the Successor
Agency from the Redevelopment Property Tax Trust Fund for transfer to the Redevelopment
Obligation Retirement Fund on the upcoming July 1 is insufficient to fully fund all required
amounts payable from the Redevelopment Obligation Retirement Fund during the next
succeeding Semiannual Period.
SECTION 5.03. Payment of Claims. The Successor Agency will pay and discharge, or
cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which,
if unpaid, might become a lien or charge upon the properties owned by the Successor Agency or
upon the Tax Revenues or any part thereof, or upon any funds held by the Trustee pursuant
hereto, or which might impair the security of the Bonds. Nothing herein requires the Successor
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Agency to make any such payment so long as the Successor Agency in good faith contests the
validity of said claims.
SECTION 5.04. Books and Accounts; Financial Statements; Additional Information.
The Successor Agency will keep, or cause to be kept, proper books of record and accounts,
separate from all other records and accounts of the Successor Agency and the City of Lakeport,
in which complete and correct entries are made of all transactions relating to the Tax Revenues
and the Redevelopment Obligation Retirement Fund. Such books of record and accounts shall at
all times during business hours be subject, upon prior written request, to the reasonable
inspection of the Trustee (who has no duty to inspect) and the Owners of not less than 10% in
aggregate principal amount of the Bonds then Outstanding, or their representatives authorized in
writing.
The Successor Agency will cause to be prepared annually, within 270 days after the close
of each Fiscal Year so long as any of the Bonds are Outstanding, complete audited financial
statements with respect to such Fiscal Year, prepared in accordance with applicable provisions of
the California Government Code, showing all deposits into and disbursements from the
Redevelopment Obligation Retirement Fund, as of the end of such Fiscal Year. Such financial
statements may be combined with or otherwise be a part of the financial statements which are
prepared for the City. The Trustee has no duty to review any such financial statement.
SECTION 5.05. Protection of Security and Rights of Owners. The Successor Agency
covenants and agrees to preserve and protect the security of the Bonds, including, but not limited
to, maintain the subordination of the Pass-Through Payments to the payments owed under the
Bonds, and the rights of the Owners and to contest (by court action or otherwise, if deemed
necessary or appropriate by the Successor Agency) (a) the assertion by any officer of any
government unit or any other person whatsoever against the Successor Agency that (i) the
Redevelopment Law or Refunding Bond Law is unconstitutional or (ii) that the Tax Revenues
pledged under this Indenture cannot be paid to the Successor Agency for the debt service on the
Bonds, or (b) any other action affecting the validity of the Bonds or diluting the security therefor,
including, with respect to the Tax Revenues, the lien priority position of the Bonds
SECTION 5.06. Payments of Taxes and Other Charges. The Successor Agency will pay
and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and
other governmental charges which may hereafter be lawfully imposed upon the Successor
Agency or the properties then owned by the Successor Agency in the Project Area, when the
same comes due. Nothing herein contained requires the Successor Agency to make any such
payment so long as the Successor Agency in good faith contests the validity of said taxes,
assessments or charges. The Successor Agency will duly observe and conform with all valid
requirements of any governmental authority relative to the Redevelopment Project or any part
thereof.
SECTION 5.07. Compliance with the Redevelopment Law; Maintenance of Tax
Revenues. In the event that the applicable property tax revenues provisions of the Dissolution
Act are determined by a court in a final non-appealable judicial decision to be invalid and, in
place of the invalid provisions, provisions of the Redevelopment Law or the equivalent become
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applicable to the Bonds, the Successor Agency shall comply with all requirements of the
Redevelopment Law to insure the allocation and payment to it of the Tax Revenues, including
without limitation the timely filing of any necessary statements of indebtedness with appropriate
officials of the County and, in the case of amounts payable by the State of California, appropriate
officials of the State of California.
SECTION 5.08. Limitation on Additional Indebtedness. The Successor Agency hereby
covenants that, so long as the Bonds are Outstanding, the Successor Agency shall not issue any
bonds, notes or other obligations, enter into any agreement or otherwise incur any indebtedness,
which is in any case payable from all or any part of the Tax Revenues, excepting only as
provided in this Section 5.08. The Successor Agency will not otherwise encumber, pledge or
place any charge or lien upon any of the Tax Revenues or other amounts pledged to the Bonds on
parity to the pledge and lien herein created for the benefit of the Bonds; provided, however, that
(I) the Successor Agency may issue and sell refunding bonds payable from Tax Revenues on a
parity with Outstanding Bonds, if (a) the Successor Agency complies with the requirements of
Section 34177.5 of the Redevelopment Law, and (b) annual debt service on such refunding
bonds is lower than annual debt service on the Parity Bonds being refunded over the term of the
refunding bonds, and the final maturity of any such refunding bonds does not exceed the final
maturity of the Parity Bonds being refunded, and (II) the Successor Agency may issue and sell
Parity Bonds issued as additional Bonds under a Supplemental Indenture, if (a) the amount on
deposit in the Reserve Account (and any subaccounts therein) shall be increased to the Reserve
Requirement taking into account the additional Bonds to be issued, and (b) in the case of Parity
Bonds not issued as additional Bonds under a Supplemental Indenture, the Parity Bonds
instrument shall state whether there shall be a reserve account established with respect to such
Parity Bonds, and shall also set forth the amount, if any, to be deposited in such reserve account
as well as the reserve requirement with respect to such Parity Bonds. Nothing herein shall
prevent the Successor Agency from issuing and selling Subordinate Debt.
SECTION 5.09. Tax Covenants Relating to the Bonds.
(a) Generally. The Successor Agency may not take any action or permit to be taken
any action within its control which would cause or which, with the passage of time if not cured
would cause, interest on the Bonds to become includable in gross income for federal income tax
purposes.
(b) Private Activity Bond Limitation. The Successor Agency shall assure that the
proceeds of the Bonds are not used in a manner which would cause the Bonds to become
private activity bonds within the meaning of Section 141(a) of the Tax Code or to meet the
private loan financing test of Section 141(c) of the Tax Code.
(c) Federal Guarantee Prohibition. The Successor Agency may not take any action or
permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be
federally guaranteed within the meaning of Section 149(b) of the Tax Code.
(d) No Arbitrage. The Successor Agency shall not take, or permit or suffer to be taken
by the Trustee or otherwise, any action with respect to the Bond proceeds which, if such action
had been reasonably expected to have been taken, or had been deliberately and intentionally
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taken, on the Closing Date, would have caused the Bonds to be arbitrage bonds within the
meaning of Section 148 of the Tax Code.
(e) Rebate of Excess Investment Earnings. The Successor Agency shall calculate or
cause to be calculated all amounts of excess investment earnings with respect to the Bonds which
are required to be rebated to the United States of America under Section 148(f) of the Tax Code,
at the times and in the manner required under the Tax Code. The Successor Agency shall pay
when due an amount equal to excess investment earnings to the United States of America in such
amounts, at such times and in such manner as may be required under the Tax Code, such
payments to be made from any source of legally available funds of the Successor Agency. The
Successor Agency shall keep or cause to be kept, and retain or cause to be retained for a period
of six years following the retirement of the Bonds, records of the determinations made under this
subsection (e).
The Trustee has no duty to monitor the compliance by the Successor Agency with any of
the covenants contained in this Section.
SECTION 5.10. Protection of Security and Rights of Owners. The Successor Agency
will preserve and protect the security of the Bonds and the rights of the Owners. From and after
the Closing Date with respect to the Bonds, the Bonds shall be incontestable by the Successor
Agency.
SECTION 5.11. Continuing Disclosure. The Successor Agency hereby covenants and
agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure
Agreement. Notwithstanding any other provision of the Indenture, failure of the Successor
Agency to comply with the Continuing Disclosure Agreement shall not be considered an event of
default; provided, however, the Trustee, at the written request of any Participating Underwriter or
the Owners of at least 25% aggregate principal amount of Bonds Outstanding, shall, to the extent
the Trustee is indemnified to its satisfaction from and against any liability or expense related
thereto, or any Owner or Beneficial Owner may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the
Successor Agency to comply with its obligations under this section and the Continuing
Disclosure Agreement.
ARTICLE VI
THE TRUSTEE
SECTION 6.01. Duties, Immunities and Liabilities of Trustee.
(a) The Trustee shall, prior to the occurrence of an Event of Default, and after the
curing or waiving of all Events of Default which may have occurred, perform such duties and
only such duties as are specifically set forth in this Indenture and no implied covenants or duties
shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of
any Event of Default (which has not been cured or waived), exercise such of the rights and
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powers vested in it by this Indenture, and use the same degree of care and skill in their exercise,
as a reasonable corporate trustee would exercise or use.
(b) The Successor Agency may remove the Trustee at any time, and shall remove the
Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing
signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then
Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Trustee shall
cease to be eligible in accordance with subsection (e) of this Section, or becomes incapable of
acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property
shall be appointed, or any public officer shall take control or charge of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation. In each case
such removal shall be accomplished by the giving of 30 days written notice of such removal by
the Successor Agency to the Trustee, whereupon in the case of the Trustee, the Successor
Agency shall appoint a successor Trustee by an instrument in writing.
(c) The Trustee may at any time resign by giving written notice of such resignation to
the Successor Agency, and by giving notice of such resignation by first class mail, postage
prepaid, to the Owners at their respective addresses shown on the Registration Books. Upon
receiving such notice of resignation, the Successor Agency shall promptly appoint a successor
Trustee by an instrument in writing.
(d) Any removal or resignation of the Trustee and appointment of a successor Trustee
becomes effective upon acceptance of appointment by the successor Trustee. If no successor
Trustee has been appointed and accepted appointment within 45 days following giving notice of
removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of
such Owner and all other Owners) may petition any federal or state court for the appointment of
a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem
proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture
shall signify its acceptance of such appointment by executing and delivering to the Successor
Agency and to its predecessor Trustee a written acceptance thereof, and to the predecessor
Trustee an instrument indemnifying the predecessor Trustee for any costs or claims arising
during the time the successor Trustee serves as Trustee hereunder, and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the moneys, estates,
properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like
effect as if originally named Trustee herein; but, nevertheless, upon the receipt by the
predecessor Trustee of the Request of the Successor Agency or the request of the successor
Trustee, such predecessor Trustee shall execute and deliver any and all instruments of
conveyance or further assurance and do such other things as may reasonably be required for
more fully and certainly vesting in and confirming to such successor Trustee all the right, title
and interest of such predecessor Trustee in and to any property held by it under this Indenture
and shall pay over, transfer, assign and deliver to the successor Trustee any money or other
property subject to the trusts and conditions herein set forth. Upon request of the successor
Trustee, the Successor Agency will execute and deliver any and all instruments as may be
reasonably required for more fully and certainly vesting in and confirming to such successor
Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon
acceptance of appointment by a successor Trustee as provided in this subsection, the Successor
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Agency shall mail or cause the successor Trustee to mail, by first class mail postage prepaid, a
notice of the succession of such Trustee to the trusts hereunder to each rating agency which then
maintains a rating on the Bonds, and to the Owners at the addresses shown on the Registration
Books. If the Successor Agency fails to mail such notice within 15 days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed
at the expense of the Successor Agency.
(e) Any Trustee appointed under the provisions of this Section in succession to the
Trustee shall be a financial institution having a corporate trust office in the State, having (or in
the case of a corporation or trust company included in a bank holding company system, the
related bank holding company shall have) a combined capital and surplus of at least
$75,000,000, and subject to supervision or examination by federal or state authority. If such
financial institution publishes a report of condition at least annually, pursuant to law or to the
requirements of any supervising or examining authority above referred to, then for the purpose of
this subsection the combined capital and surplus of such financial institution shall be deemed to
be its combined capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the
effect specified in this Section.
The Successor Agency will maintain a Trustee which is qualified under the provisions of
the foregoing provisions of this subsection (e), so long as any Bonds are Outstanding.
SECTION 6.02. Merger or Consolidation. Any bank or company into which the Trustee
may be merged or converted or with which either of them may be consolidated or any bank or
company resulting from any merger, conversion or consolidation to which it shall be a party or
any bank or company to which the Trustee may sell or transfer all or substantially all of its
corporate trust business, provided such bank or company shall be eligible under subsection (e) of
Section 6.01, shall be the successor to such Trustee without the execution or filing of any paper
or any further act, anything herein to the contrary notwithstanding.
SECTION 6.03. Liability of Trustee.
(a) The recitals of facts herein and in the Bonds contained shall be taken as statements
of the Successor Agency, and the Trustee assumes no responsibility for the correctness of the
same, nor does it have any liability whatsoever therefor, nor does it make any representations as
to the validity or sufficiency of this Indenture or of the Bonds nor does it incur any responsibility
in respect thereof, other than as expressly stated herein. The Trustee is, however, responsible for
its representations contained in its certificate of authentication on the Bonds. The Trustee is not
liable in connection with the performance of its duties hereunder, except for its own negligence
or willful misconduct. The Trustee is not liable for the acts of any agents of the Trustee selected
by it with due care. The Trustee may become the Owner of Bonds with the same rights it would
have if they were not Trustee and, to the extent permitted by law, may act as depository for and
permit any of its officers or directors to act as a member of, or in any other capacity with respect
to, any committee formed to protect the rights of the Owners, whether or not such committee
shall represent the Owners of a majority in principal amount of the Bonds then Outstanding. The
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Trustee, either as principal or agent, may engage in or be entrusted in any financial or other
transaction with the Successor Agency.
(b) The Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in accordance with the written direction of the Owners of a majority in aggregate
principal amount of the Bonds at the time Outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee under this Indenture.
(c) The Trustee is not liable for any action taken by it in good faith and believed by it
to be authorized or within the discretion or rights or powers conferred upon it by this Indenture,
except for actions arising from the negligence or willful misconduct of the Trustee. The
permissive right of the Trustee to do things enumerated hereunder shall not be construed as a
mandatory duty.
(d) The Trustee will not be deemed to have knowledge of any Event of Default
hereunder unless and until a responsible officer of the Trustee has actual knowledge thereof, or
unless and until a responsible officer of the Trustee has received written notice thereof at its
Office. Except as otherwise expressly provided herein, the Trustee shall not be bound to
ascertain or inquire as to the performance or observance of any of the terms, conditions,
covenants or agreements herein or of any of the documents executed in connection with the
Bonds, or as to the existence of an Event of Default hereunder or thereunder. The Trustee shall
not be responsible for the Successor Agencys payment of principal and interest on the Bonds,
the Successor Agencys observance or performance of any other covenants, conditions or terms
contained herein, or the validity or effectiveness of any collateral given to or held by it.
(e) No provision in this Indenture requires the Trustee to risk or expend its own funds
or otherwise incur any financial liability hereunder. The Trustee shall be entitled to receive
interest on any moneys advanced by it hereunder, at the maximum rate permitted by law.
(f) The Trustee may establish additional accounts or subaccounts of the funds
established hereunder as the Trustee deems necessary or prudent in furtherance of its duties
under this Indenture.
(g) The Trustee has no responsibility or liability whatsoever with respect to any
information, statement, or recital in any official statement, offering memorandum or any other
disclosure material prepared or distributed with respect to the Bonds, nor shall the Trustee have
any obligation to review any such material, and any such review by the Trustee will not be
deemed to create any obligation, duty or liability on the part of the Trustee.
(h) Before taking any action under Article VIII hereof the Trustee may require
indemnity satisfactory to the Trustee be furnished to it to hold the Trustee harmless from any
expenses whatsoever and to protect it against any liability it may incur hereunder.
(i) The immunities extended to the Trustee also extend to its directors, officers,
employees and agents.
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(j) The permissive right of the Trustee to do things enumerated in this Indenture shall
not be construed as a duty.
(k) The Trustee may execute any of the trusts or powers hereof and perform any of its
duties through attorneys, agents and receivers and shall not be answerable for the conduct of the
same if appointed by it with reasonable care.
SECTION 6.04. Right to Rely on Documents. The Trustee shall be protected in acting
upon any notice, resolution, requisition, request, consent, order, certificate, report, opinion or
other paper or document believed by it to be genuine and to have been signed or presented by the
proper party or parties. The Trustee may consult with counsel, including, without limitation,
Bond Counsel or other counsel of or to the Successor Agency, with regard to legal questions, and
the opinion of such counsel shall be full and complete authorization and protection in respect of
any action taken or suffered by the Trustee hereunder in accordance therewith.
The Trustee is not bound to recognize any person as the Owner of a Bond unless and
until such Bond is submitted for inspection, if required, and such persons title thereto is
established to the satisfaction of the Trustee.
Whenever in the administration of the trusts imposed upon it by this Indenture the
Trustee deems it necessary or desirable that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a
Certificate of the Successor Agency, which shall be full warrant to the Trustee for any action
taken or suffered in good faith under the provisions of this Indenture in reliance upon such
Certificate, but in its discretion the Trustee may (but has no duty to), in lieu thereof, accept other
evidence of such matter or may require such additional evidence as it may deem reasonable.
SECTION 6.05. Preservation and Inspection of Documents. The Trustee will retain in
its possession all documents received by it under the provisions of this Indenture, which will be
subject during normal business hours, and upon reasonable prior written notice, to the inspection
of the Successor Agency and any Owner, and their agents and representatives duly authorized in
writing.
SECTION 6.06. Compensation and Indemnification. Absent any agreement to the
contrary, the Successor Agency will pay to the Trustee from time to time compensation for all
services rendered under this Indenture and also all expenses, charges, legal and consulting fees
and other disbursements and those of its attorneys (including any allocated costs of internal
counsel), agents and employees, incurred in and about the performance of its powers and duties
The Successor Agency further covenants and agrees to indemnify and save the Trustee
and its officers, directors, agents and employees, harmless against any loss, expense and
liabilities, whether or not litigated, which it may incur arising out of or in the exercise and
performance of its powers and duties hereunder, including the costs and expenses of defending
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against any claim of liability and of enforcing any remedies hereunder and under any related
documents, but excluding any and all losses, expenses and liabilities which are due to the
negligence or willful misconduct of the Trustee, its officers, directors, agents or employees. The
obligations of the Successor Agency under this Section shall survive resignation or removal of
the Trustee under this Indenture and payment of the Bonds and discharge of this Indenture.
SECTION 6.07. Accounting Records and Financial Statements. The Trustee shall at all
times keep, or cause to be kept, proper books of record and account, prepared in accordance with
industry standards, in which accurate entries are made of all transactions made by it relating to
the proceeds of the Bonds and all funds and accounts established and held by the Trustee under
this Indenture. Such books of record and account shall be available for inspection by the
Successor Agency at reasonable hours, during regular business hours, with reasonable prior
notice and under reasonable circumstances. The Trustee shall furnish to the Successor Agency,
at least monthly, an accounting (which may be in the form of its customary statements) of all
transactions relating to the proceeds of the Bonds and all funds and accounts held by the Trustee
ARTICLE VII
MODIFICATION OR AMENDMENT OF THIS INDENTURE
SECTION 7.01. Amendments Permitted.
(a) Amendment With Bond Owner Consent. This Indenture and the rights and
obligations of the Successor Agency and of the Owners of the Bonds may be modified or
amended by the Successor Agency and the Trustee upon Request of the Successor Agency at any
time by the execution of a Supplemental Indenture, but only with the written consent of the
Owners of a majority in aggregate principal amount of the Bonds then Outstanding with respect
to all Bonds then Outstanding. Any such Supplemental Indenture becomes effective upon the
execution and delivery thereof by the parties thereto and upon consent of the requisite Bond
Owners. No such modification or amendment shall:
(i)
extend the maturity of a Bond or reduce the interest rate thereon, or

otherwise alter or impair the obligation of the Successor Agency to pay the
principal thereof, or interest thereon, at the time and place and at the rate
and in the currency provided therein, without the written consent of the
Owner of that Bond;
(ii)
permit the creation by the Successor Agency of any mortgage, pledge or lien
upon the Tax Revenues superior to the pledge and lien created for the
benefit of the Bonds, or reduce the percentage of Bonds required for the
affirmative vote or written consent to an amendment or modification; or
(iii) modify any of the rights or obligations of the Trustee without its written
consent.
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(b) Amendment Without Bond Owner Consent. This Indenture and the rights and
obligations of the Successor Agency and of the Owners of the Bonds may also be modified or
amended at any time by a Supplemental Indenture, without the consent of the Owners to the
extent permitted by law, but only for any one or more of the following purposes:
(i)
to add to the covenants and agreements of the Successor Agency contained

in this Indenture, other covenants and agreements thereafter to be observed,
or to limit or surrender any rights or power herein reserved to or conferred
upon the Successor Agency;
(ii)
to cure any ambiguity, or to cure, correct or supplement any defective

provision contained in this Indenture, or in any other respect whatsoever as
the Successor Agency deems necessary or desirable, provided under any
circumstances that such modifications or amendments do not, in the
reasonable determination of the Successor Agency, materially adversely
affect the interests of the Owners;
(iii) to amend any provision hereof to assure the exclusion from gross income of
interest on the Bonds for federal income tax purposes under the Tax Code,
in the opinion of Bond Counsel filed with the Successor Agency and the
Trustee;
(iv) to amend the Recognized Obligation Debt Service Payment Schedule set
forth in Exhibit B to take into account the redemption of any Bond prior to
its maturity;
(v)
to provide for the issuance of Parity Bonds pursuant to a Supplemental

Indenture, which are issued in accordance with Section 5.08; or
(vi) to obtain a bond insurance policy or a rating on the Bonds.

SECTION 7.02. Effect of Supplemental Indenture. From and after the time any
Supplemental Indenture becomes effective under this Article VII, this Indenture shall be deemed
to be modified and amended in accordance therewith, the respective rights, duties and
obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such modification and
amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to
be part of the terms and conditions of this Indenture for any and all purposes.
SECTION 7.03. Endorsement or Replacement of Bonds After Amendment. After the
effective date of any amendment or modification hereof under this Article VII, the Successor
Agency may determine that any or all of the Bonds shall bear a notation, by endorsement in form
approved by the Successor Agency, as to such amendment or modification and in that case upon
demand of the Successor Agency the Owners of such Bonds shall present such Bonds for that
purpose at the Office of the Trustee, and thereupon a suitable notation as to such action shall be
made on such Bonds. In lieu of such notation, the Successor Agency may determine that new
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Bonds shall be prepared and executed in exchange for any or all of the Bonds and in that case
upon demand of the Successor Agency the Owners of the Bonds shall present such Bonds for
exchange at the Office of the Trustee without cost to such Owners.
SECTION 7.04. Amendment by Mutual Consent. The provisions of this Article VII
shall not prevent any Owner from accepting any amendment as to the particular Bond held by
such Owner.
SECTION 7.05. Trustees Reliance. The Trustee may conclusively rely, and is protected
in relying, upon a Certificate of the Successor Agency and an opinion of Bond Counsel stating
that all requirements of this Indenture relating to the amendment or modification hereof have
been satisfied and that such amendments or modifications do not materially adversely affect the
exclusion of the interest on the Bonds from gross income of the Owners for federal income tax
purposes.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
SECTION 8.01. Events of Default and Acceleration of Maturities. Each of the following
events constitutes an Event of Default hereunder:
(a)
failure to make the due and punctual payment of the principal of or interest
on any Bond when and as the same shall become due and payable, whether
at maturity as therein expressed, by declaration or otherwise;
(b)
failure by the Successor Agency to observe and perform any of the other
covenants, agreements or conditions on its part set forth in this Indenture or
in the Bonds which are within its control, other than a default described in
the preceding clause (a), if such failure has continued for a period of 30 days
after written notice thereof, specifying such failure and requiring the same to
be remedied, has been given to the Successor Agency by the Trustee or any
Owner; provided, however, if in the reasonable opinion of the Successor
Agency the failure stated in the notice can be corrected, but not within such
30-day period, such failure shall not constitute an Event of Default if the
Successor Agency institutes corrective action within such 30-day period and
thereafter diligently and in good faith cures the failure in a reasonable period
of time; or
(c)
the Successor Agency shall file a petition or answer seeking arrangement or

reorganization under the federal bankruptcy laws or any other applicable
law of the United States of America or any state therein, or if a court of
competent jurisdiction shall approve a petition filed with or without the
consent of the Successor Agency seeking arrangement or reorganization
under the federal bankruptcy laws or any other applicable law of the United
States of America or any state therein, or if under the provisions of any
other law for the relief or aid of debtors any court of competent jurisdiction
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shall assume custody or control of the Successor Agency or of the whole or

any substantial part of its property.
If an Event of Default occurs under this Section and is continuing, the Trustee may, or, if
requested in writing by the Owners of a majority in aggregate principal amount of the Bonds
then Outstanding the Trustee shall, (a) declare the principal of the Bonds, together with the
accrued interest thereon, to be due and payable immediately, and upon any such declaration the
same will become immediately due and payable, anything in this Indenture or in the Bonds to the
contrary notwithstanding, and (b) subject to the provisions of Section 8.07, exercise any other
remedies available to the Trustee and the Bond Owners in law or at equity to enforce the rights
of the Bond Owners under this Indenture. From and during the continuance of an Event of
Default the Bonds shall bear interest at the Default Rate.
This provision, however, is subject to the condition that if, at any time after the principal
of the Bonds has been so declared due and payable, and before any judgment or decree for the
payment of the moneys due has been obtained or entered, the Successor Agency shall deposit
with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such
declaration and all matured installments of interest (if any) upon all the Bonds, with interest on
such overdue installments of principal and interest at an interest rate equal to the highest rate
borne by the Outstanding Bonds, and the reasonable fees and expenses of the Trustee and the
Owners, including fees and expenses of its attorneys, and any and all other defaults known to the
Trustee (other than in the payment of principal of and interest on the Bonds due and payable
solely by reason of such declaration) has been made good or cured to the satisfaction of the
Trustee or provision deemed by the Trustee to be adequate has been made therefor, then, and in
every such case, the Owners of at least a majority in aggregate principal amount of the Bonds
then Outstanding, by written notice to the Successor Agency and to the Trustee, may, on behalf
of the Owners of all of the Bonds, rescind and annul such declaration and its consequences.
However, no such rescission and annulment shall extend to or shall affect any subsequent
default, or shall impair or exhaust any right or power consequent thereon.
SECTION 8.02. Notice of Event of Default. Upon becoming aware of the occurrence of
an Event of Default, the Trustee shall give notice of such Event of Default to the Successor
Agency by telephone confirmed in writing. Such notice must also state whether the principal of
the Bonds has been declared to be or have immediately become due and payable as provided in
Section 8.01. With respect to any Event of Default described in Section 8.01(a) or (b), the
Trustee shall, and with respect to any Event of Default described in Section 8.01(c) the Trustee
in its sole discretion may, also give such notice to the Bond Owners, which must include the
statement that interest on the Bonds will cease to accrue from and after the date, if any, on which
the Trustee declares the Bonds to become due and payable under Section 8.01 (but only to the
extent that principal and any accrued, but unpaid, interest on the Bonds is actually paid on such
date).
SECTION 8.03. Application of Funds Upon Acceleration. All of the Tax Revenues and
all sums in the funds and accounts established and held by the Trustee hereunder upon the date
of the declaration of acceleration as provided in Section 8.01, and all sums thereafter received by
the Trustee hereunder, shall be applied by the Trustee as follows and in the following order or
priority:
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(a)
First, to the payment of any fees, costs and expenses incurred by the Trustee
to protect the interests of the Owners of the Bonds; payment of the fees,
costs and expenses of the Trustee (including fees and expenses of its
counsel, including any allocated costs of internal counsel) incurred in and
about the performance of its powers and duties under this Indenture and the
payment of all fees, costs and expenses owing to the Trustee under Section
6.06, together with interest on all such amounts advanced by the Trustee at
the maximum rate permitted by law.
(b)
Second, to the payment of the whole amount then owing and unpaid upon
the Bonds for interest and principal, with interest on such overdue amounts
at the respective rates of interest borne by those Bonds, and in case such
moneys are insufficient to pay in full the whole amount so owing and
unpaid upon the Bonds, then to the payment of such interest, principal and
interest on overdue amounts without preference or priority among such
interest, principal and interest on overdue amounts ratably to the aggregate
of such interest, principal and interest on overdue amounts.
SECTION 8.04. Power of Trustee to Control Proceedings. If the Trustee, upon the
happening of an Event of Default, takes any action, by judicial proceedings or otherwise, in the
performance of its duties hereunder, whether upon its own discretion, with the consent or at the
request of the Owners of a majority in aggregate principal amount of the Bonds then
Outstanding, it has full power, in the exercise of its discretion for the best interests of the Owners
of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise,
settlement or other disposal of such action. The Trustee may not, unless there no longer
continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose
of any litigation pending at law or in equity, if at the time there has been filed with it a written
request signed by the Owners of a majority in principal amount of the Outstanding Bonds
hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal
of such litigation.
SECTION 8.05. Limitation on Owners Right to Sue. No Owner of a Bond has the right
to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this
Indenture, unless:
(a)
said Owner has previously given to the Trustee written notice of the
occurrence of an Event of Default;
(b)
the Owners of a majority in aggregate principal amount of all the Bonds

then Outstanding have requested the Trustee in writing to exercise the
powers hereinbefore granted or to institute such action, suit or proceeding in
its own name;
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(c)
said Owners shall have tendered to the Trustee indemnity reasonably

acceptable to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request; and
(d)
the Trustee has failed to comply with such request for a period of sixty (60)
days after such written request has been received by, and said tender of
indemnity has been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy
hereunder; it being understood and intended that no one or more Owners has any right in any
manner whatever by his or their action to enforce any right under this Indenture, except in the
manner herein provided, and that all proceedings at law or in equity to enforce any provision of
this Indenture shall be instituted, had and maintained in the manner herein provided and for the
equal benefit of all Owners of the Outstanding Bonds.
The right of any Owner of any Bond to receive payment of the principal of and premium,
if any, and interest on such Bond as herein provided, shall not be impaired or affected without
the written consent of such Owner, notwithstanding the foregoing provisions of this Section or
any other provision of this Indenture.
SECTION 8.06. Non-Waiver. Nothing in this Article VIII or in any other provision of
this Indenture or in the Bonds, affects or impairs the obligation of the Successor Agency, which
is absolute and unconditional, to pay from the Tax Revenues and other amounts pledged
hereunder, the principal of and interest on the Bonds to the Bond Owners when due and payable
as herein provided, or affects or impairs the right of action, which is also absolute and
unconditional, of the Bond Owners to institute suit to enforce such payment by virtue of the
contract embodied in the Bonds.
A waiver of any default by any Owner shall not affect any subsequent default or impair
any rights or remedies on the subsequent default. No delay or omission of any Owner to exercise
any right or power accruing upon any default shall impair any such right or power or shall be
construed to be a waiver of any such default or an acquiescence therein, and every power and
remedy conferred upon the Owners and the Trustee by the Redevelopment Law or by this Article
VIII may be enforced and exercised from time to time and as often as shall be deemed expedient
by the Owners. If a suit, action or proceeding to enforce any right or exercise any remedy is
abandoned or determined adversely to the Trustee or the Owners, the Successor Agency, the
Trustee and the Owners shall be restored to their former positions, rights and remedies as if such
suit, action or proceeding had not been brought or taken.
SECTION 8.07. Actions by Trustee as Attorney-in-Fact. Any suit, action or proceeding
which any Owner has the right to bring to enforce any right or remedy hereunder may be brought
by the Trustee for the equal benefit and protection of all Owners similarly situated and the
Trustee is hereby appointed (and the successive respective Owners by taking and holding the
Bonds shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact
of the respective Owners for the purpose of bringing any such suit, action or proceeding and to
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do and perform any and all acts and things for and on behalf of the respective Owners as a class
or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-infact, subject to the provisions of Article VI. Notwithstanding the foregoing provisions of this
Section, the Trustee has no duty to enforce any such right or remedy unless it has been
indemnified to its satisfaction for any additional fees, charges and expenses of the Trustee related
thereto, including without limitation, fees and charges of its attorneys and advisors.
SECTION 8.08. Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting
and without regard to any other remedy conferred by the Redevelopment Law or any other law.
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ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Benefits Limited to Parties. Nothing in this Indenture, expressed or
implied, is intended to give to any person other than the Successor Agency, the Trustee and the
Owners, any right, remedy, claim under or by reason of this Indenture. Any covenants,
stipulations, promises or agreements in this Indenture contained by and on behalf of the
Successor Agency shall be for the sole and exclusive benefit of the Trustee and the Owners.
SECTION 9.02. Successor is Deemed Included in All References to Predecessor.
Whenever in this Indenture or any Supplemental Indenture either the Successor Agency or the
Trustee is named or referred to, such reference shall be deemed to include the successors or
assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf
of the Successor Agency or the Trustee binds and inures to the benefit of the respective
successors and assigns thereof whether so expressed or not.
SECTION 9.03. Defeasance of Bonds. If the Successor Agency pays and discharges all
or a portion of the Bonds in any one or more of the following ways:
(a)
by paying or causing to be paid the principal of and interest on all or the

applicable portion of Outstanding Bonds, as and when the same become due
and payable;
(b)
by irrevocably depositing with the Trustee or an escrow agent, in trust, at or

before maturity, an amount of cash which, together with the available
amounts then on deposit in the funds and accounts established under this
Indenture, is fully sufficient to pay all or a portion of Outstanding Bonds,
including all principal and interest;
(c)
by irrevocably depositing with the Trustee or an escrow agent, in trust,

Defeasance Funds in such amount as an Independent Accountant determines
by written verification report will, together with the interest to accrue
thereon and available moneys then on deposit in any of the funds and
accounts established under this Indenture, be fully sufficient to pay and
discharge the indebtedness on such Bonds (including all principal and
interest); or
(d)
by purchasing such Bonds prior to maturity and tendering such Bonds to the
Trustee for cancellation;
then, at the election of the Successor Agency evidenced by a Certificate of the Successor Agency
filed with the Trustee, and notwithstanding that any such Bonds have not been surrendered for
payment, the pledge of the Tax Revenues and other funds provided for in this Indenture and all
other obligations of the Trustee and the Successor Agency under this Indenture with respect to
such Bonds shall cease and terminate, except only:
INDENTURE
- 49 -
(a)
the obligation of the Trustee to transfer and exchange Bonds hereunder,
(b)
the obligation of the Successor Agency to pay or cause to be paid to the

Owners of such Bonds, from the amounts so deposited with the Trustee, all
sums due thereon,
(c)
the obligations of the Successor Agency to compensate and indemnify the

Trustee under Section 6.06, and
(d)
the covenants of the Successor Agency hereunder with respect to the Tax
Code,
The Successor Agency must file notice of such election with the Trustee. The Trustee
shall pay any funds thereafter held by it, which are not required for said purpose, to the
Successor Agency.
In the case of a defeasance or payment of all of the Bonds Outstanding in accordance
with this Section, the Trustee shall pay all amounts held by it in any funds or accounts hereunder,
which are not required for said purpose or for payment of amounts due the Trustee under Section
6.06, to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund.
SECTION 9.04. Execution of Documents and Proof of Ownership by Owners. Any
request, consent, declaration or other instrument which this Indenture may require or permit to be
executed by any Owner may be in one or more instruments of similar tenor, and shall be
executed by such Owner in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, consent, declaration or other instrument, or of such
writing appointing such attorney, may be proved by the certificate of any notary public or other
officer authorized to take acknowledgments of deeds to be recorded in the state in which he
purports to act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
The ownership of Bonds and the amount, maturity, number and date of ownership thereof
are conclusively proved by the Registration Books. Any request, declaration or other instrument
or writing of the Owner of any Bond binds all future Owners of such Bond in respect of anything
done or suffered to be done by the Successor Agency or the Trustee in good faith and in
accordance therewith.
SECTION 9.05. Disqualified Bonds. In determining whether the Owners of the requisite
aggregate principal amount of Bonds have concurred in any demand, request, direction, consent
or waiver under this Indenture, Bonds which are owned or held by or for the account of the
Successor Agency or the City (but excluding Bonds held in any employees retirement fund)
shall be disregarded and deemed not to be Outstanding for the purpose of any such
determination.
INDENTURE
- 50 -
SECTION 9.06. Waiver of Personal Liability. No member, officer, agent or employee

of the Successor Agency is individually or personally liable for the payment of the principal of or
interest or any premium on the Bonds; but nothing herein contained shall relieve any such
member, officer, agent or employee from the performance of any official duty provided by law.
SECTION 9.07. Destruction of Canceled Bonds. Whenever in this Indenture provision
is made for the surrender to the Successor Agency of any Bonds which have been paid or
canceled under the provisions of this Indenture, a certificate of destruction duly executed by the
Trustee shall be deemed to be the equivalent of the surrender of such canceled Bonds and the
Successor Agency is entitled to rely upon any statement of fact contained in any certificate with
respect to the destruction of any such Bonds therein referred to. The Successor Agency will pay
all costs of any microfilming of Bonds to be destroyed.
SECTION 9.08. Notices. All written notices to be given under this Indenture shall be
given by first class mail or personal delivery to the party entitled thereto at its address set forth
below, or at such address as the party may provide to the other party in writing from time to
time. Notice shall be effective either (a) upon transmission by facsimile transmission or other
form of telecommunication, (b) upon actual receipt after deposit in the United States mail,
postage prepaid, or (c) in any other case, upon actual receipt. The Successor Agency or the
Trustee may, by written notice to the other parties, from time to time modify the address or
number to which communications are to be given hereunder.
If to the Successor Agency:
Successor Agency to the

Redevelopment Agency of the City of Lakeport
225 Park Street
Lakeport, CA 95453
Fax: (___) ___-____
If to the Trustee:
_____________________
_________________, Suite ____
__________, CA _______
Attention: __________________
Fax: (___) ___-____
SECTION 9.09. Partial Invalidity. If any Section, paragraph, subparagraph, sentence,

clause or phrase of this Indenture is for any reason held illegal, invalid or unenforceable, such
holding will not affect the validity of the remaining portions of this Indenture. The Successor
Agency and the Trustee hereby declare that they would have entered into this Indenture and each
and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of
the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs,
sentences, clauses, or phrases of this Indenture may be held illegal, invalid or unenforceable.
SECTION 9.10. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any money held by the Trustee in trust for the payment and discharge of the
interest or premium (if any) on or principal of the Bonds which remains unclaimed for two years
INDENTURE
- 51 -
after the date when the payments of such interest, premium and principal have become payable,
if such money was held by the Trustee at such date, or for two years after the date of deposit of
such money if deposited with the Trustee after the date when the interest and premium (if any)
on and principal of such Bonds have become payable, shall be repaid by the Trustee to the
Successor Agency as its absolute property free from trust, and the Trustee shall thereupon be
released and discharged with respect thereto and the Owners shall look only to the Successor
Agency for the payment of the principal of and interest on such Bonds.
SECTION 9.11. Successor Is Deemed Included in All References to Predecessor.
Whenever in the Indenture either the Successor Agency or any member, officer or employee
thereof is named or referred to, such reference shall be deemed to include the successor to the
powers, duties and functions, with respect to the management, administration and control of the
affairs of the Successor Agency, that are presently vested in the Successor Agency or such
member, officer or employee, and all the agreements, covenants and provisions contained in the
Indenture by or on behalf of the Successor Agency or any member, officer or employee thereof
shall bind and inure to the benefit of the respective successors thereof whether so expressed or
not.
SECTION 9.12. Governing Law. This Indenture shall be construed and governed in
accordance with the laws of the State of California.
SECTION 9.13. Execution in Counterparts. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
ARTICLE X
PROVISIONS RELATING TO THE BOND INSURANCE POLICY
[To be determined]
**********
INDENTURE
- 52 -
IN WITNESS WHEREOF, THE SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF LAKEPORT has caused this Indenture to be
signed in its name by its Chair and attested to by its Secretary, and _______________________,
in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed
in its corporate name by its officer thereunto duly authorized, all as of the day and year first
above written.
REDEVELOPMENT AGENCY OF THE CITY
OF LAKEPORT
By
Attest:
Secretary
__________________________,
as Trustee
By
Authorized Officer
INDENTURE
53
APPENDIX A
FORM OF BOND
No. 1
$__________.00
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF LAKE
SERIES 2016 TAX ALLOCATION REFUNDING BOND
(LAKEPORT REDEVELOPMENT PROJECT)
BANK QUALIFIED
RATE OF INTEREST
_.___%
REGISTERED OWNER:
MATURITY DATE
September 1, 203_
ORIGINAL ISSUE DATE

_______ __, 2016
CEDE & CO.
PRINCIPAL AMOUNT:
The SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY
OF LAKEPORT, a public body, corporate and politic, duly organized and existing under the
laws of the State of California (the Successor Agency), for value received, hereby promises to
pay (but only out of the Tax Revenues and other moneys and securities hereinafter referred to) to
the Registered Owner identified above or registered assigns (the Registered Owner), on the
Maturity Date identified above, the Principal Amount identified above in lawful money of the
United States of America; and to pay interest thereon at the Rate of Interest identified above in
like lawful money from the date hereof, which date shall be the Interest Payment Date (as
hereinafter defined) next preceding the date of authentication of this Bond, unless (i) this Bond is
authenticated on or before an Interest Payment Date and after the first calendar day of the month
in which such Interest Payment Date occurs (a Record Date), in which event it shall bear
interest from such Interest Payment Date, or (ii) this Bond is authenticated on or prior to March
15, 2017, in which event it shall bear interest from the Original Issue Date identified above;
provided, however, that if, at the time of authentication of this Bond, interest is in default on this
Bond, this Bond shall bear interest from the Interest Payment Date to which interest hereon has
previously been paid or made available for payment on this Bond, at the Rate of Interest per
annum stated above, payable semiannually on September 1 and March 1 in each year,
commencing March 1, 2017 (each an Interest Payment Date), calculated on the basis of 360day year comprised of twelve 30-day months. Principal hereof and premium, if any, upon early
redemption hereof are payable upon surrender of this Bond at the principal corporate trust office
of______________________________________, ______________, California, as trustee (the
Trustee), or at such other place as designated by the Trustee (the Corporate Trust Office).
Interest hereon (including the final interest payment upon maturity or earlier redemption hereof)
is payable by check of the Trustee mailed by first class mail, postage prepaid, on the Interest
A-1
Payment Date to the Registered Owner hereof at the Registered Owners address as it appears on
the registration books maintained by the Trustee as of the Record Date for which such Interest
Payment Date occurs; provided however, that payment of interest may be by wire transfer to an
account in the United States of America to any registered owner of Bonds in the aggregate
principal amount of $1,000,000 or more upon written instructions of any such registered owner
filed with the Trustee for that purpose prior to the Record Date preceding the applicable Interest
Payment Date.
This Bond is one of a duly authorized issue of bonds of the Successor Agency designated
as the Successor Agency to the Redevelopment Agency of the City of Lakeport, Series 2016
Tax Allocation Refunding Bonds (Lakeport Redevelopment Project), Bank Qualified (the
Bonds) of an aggregate principal amount of $____________, all of like tenor and date (except
for such variation, if any, as may be required to designate varying numbers, maturities or interest
rates) and all issued under the provisions of Article 11 (commencing with Section 53580) of
Chapter 3 of Division 2 of Title 5 of the Government Code of the State of California (the
Refunding Bond Law), and pursuant to an Indenture of Trust dated as of ________ 1, 2016, by
and between the Successor Agency and the Trustee (the Indenture). Additional bonds, or other
obligations may be issued on a parity with the Bonds, but only subject to the terms of the
Indenture.
The Bonds have been authorized to be issued by the Successor Agency under a resolution
of the Successor Agency adopted on May 17, 2016 (the Resolution). Reference is hereby
made to the Indenture (copies of which are on file at the office of the Successor Agency) and all
indentures supplemental thereto and to the Redevelopment Law (as defined in the Indenture) and
the Refunding Bond Law for a description of the terms on which the Bonds are issued, the
provisions with regard to the nature and extent of the Tax Revenues (as that term is defined in
the Indenture), and the rights thereunder of the registered owners of the Bonds and the rights,
duties and immunities of the Trustee and the rights and obligations of the Successor Agency
thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by
acceptance hereof, assents and agrees.
The Bonds have been issued by the Successor Agency to refinance the Prior Bonds (as
defined in the Indenture) and to pay certain expenses of the Successor Agency in issuing the
Bonds.
There has been created under the Redevelopment Law the Redevelopment Obligation
Retirement Fund (as defined in the Indenture) into which Tax Revenues shall be deposited and
from which the Successor Agency shall transfer amounts to the Trustee for payment, when due,
of the principal of and the interest and redemption premium, if any, on the Bonds. As and to the
extent set forth in the Indenture, all such Tax Revenues are exclusively and irrevocably pledged
to and constitute a trust fund, in accordance with the terms hereof and the provisions of the
Indenture and the Redevelopment Law, for the security and payment or redemption of, including
any premium upon early redemption, and for the security and payment of interest on, the Bonds.
In addition, the Bonds shall be additionally secured at all times by a first and exclusive pledge of,
security interest in and lien upon all of the moneys in the Redevelopment Obligation Retirement
Fund, the Special Fund, the Interest Account, the Principal Account, the Sinking Account, the
A-2
Reserve Account and the Redemption Account (as such terms are defined in the Indenture).
Except for the Tax Revenues and such moneys, no funds or properties of the Successor Agency
shall be pledged to, or otherwise liable for, the payment of principal of or interest or redemption
premium, if any, on the Bonds.
Optional Redemption. The Bonds maturing on or before September 1, 20__ are not
subject to optional redemption prior to maturity. The Bonds maturing on and after September 1,
20__, are subject to redemption, at the option of the Successor Agency on any date on or after
September 1, 20__, as a whole or in part, by such maturities as shall be determined by the
Successor Agency, and by lot within a maturity, from any available source of funds, at a
redemption price equal to the principal amount of the Bonds to be redeemed, together with
accrued interest thereon to the date fixed for redemption, without premium.
The Successor Agency is required to give the Trustee written notice of its intention to
redeem Bonds under this Section 2.03 of the Indenture with a designation of the principal
amount and maturities to be redeemed at least sixty (60) days prior to the date fixed for such
redemption (or such late date as is acceptable to the Trustee), and will transfer to the Trustee for
deposit in the Special Fund all amounts required for such redemption at least five (5) Business
Days prior to the date fixed for such redemption.
Mandatory Sinking Account Redemption. The Bonds maturing on September 1, 20__
and on September 1, 20__ shall also be subject to redemption in whole, or in part by lot, on
September 1 in each of the years as set forth in the following tables, from Sinking Account
payments made by the Successor Agency pursuant to Section 4.03(c), at a redemption price
equal to the principal amount thereof to be redeemed together with accrued interest thereon to
the redemption date, without premium, or in lieu thereof shall be purchased pursuant to the
Indenture, in the aggregate respective principal amounts and on the respective dates as set forth
in the following tables; provided, however, that if some but not all of such Bonds have been
redeemed pursuant to Section 2.03 of the Indenture, the total amount of all future Sinking
Account payments with respect to such Bonds shall be reduced by the aggregate principal
amount of such Bonds so redeemed, to be allocated among such Sinking Account payments on a
pro rata basis in integral multiples of $5,000 as determined by the Successor Agency (written
notice of which determination shall be given by the Successor Agency to the Trustee).
Sinking Account
Payment Date
(September 1)
Principal Amount
to be Redeemed
A-3

Sinking Account
Payment Date
(September 1)
Principal Amount
to be Redeemed
In lieu of such redemption of Bonds pursuant to such schedule, amounts on deposit in the
Sinking Account or the Redevelopment Obligation Retirement Fund may also be used and
withdrawn by the Trustee at any time upon the Certifcate of the Successor Agency, for the
purchase of part or all of the Term Bonds at public or private sale, as and when and at such
prices (including brokerage and other charges) as Successor Agency in its discretion may
determine. The par amount of the portion of the Term Bonds so purchased by the Successor
Agency in any twelve-month period terminating sixty (60) days prior to the redemption date
shall be credited towards and will reduce the par amount of remaining applicable Term Bonds
required to be redeemed on the next succeeding redemption date.
As provided in the Indenture, notice of redemption shall be given by first class mail no
less than thirty (30) nor more than sixty (60) days prior to the redemption date to the respective
registered owners of any Bonds designated for redemption at their addresses appearing on the
Bond registration books maintained by the Trustee, but neither failure to receive such notice nor
any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption.
If this Bond is called for redemption and payment is duly provided therefor as specified
in the Indenture, interest shall cease to accrue hereon from and after the date fixed for
redemption.
This Bond is not a debt of the City of Lakeport, Lake County, the State of California, or
any of its political subdivisions, and neither said City, the County, the State of California, nor
any of its political subdivisions, is liable hereon nor in any event shall this Bond be payable out
of any funds or properties other than the Tax Revenues. The Bonds do not constitute an
indebtedness within the meaning of any constitutional or statutory debt limitation or restriction.
The rights and obligations of the Successor Agency and the owners of the Bonds may be
modified or amended at any time in the manner, to the extent and upon the terms provided in the
Indenture, but no such modification or amendment shall permit a change in the terms of maturity
of the principal of any outstanding Bond or of any installment of interest thereon or a reduction
A-4
in the rate of interest thereon without the consent of the owner of such Bond, or shall reduce the
percentages of the owners required to effect any such modification or amendment.
If an Event of Default occurs under and as defined in the Indenture, the principal of all
Bonds may be declared due and payable upon the conditions, in the manner and with the effect
provided in the Indenture, but such declaration and its consequences may be rescinded and
annulled as further provided in the Indenture.
This Bond is transferable by the Registered Owner hereof, in person or by his attorney
duly authorized in writing, at said Corporate Trust Office of the Trustee, but only in the manner,
subject to the limitations and upon payment of the charges provided in the Indenture, and upon
surrender and cancellation of this Bond. Upon registration of such transfer a new Bond or
Bonds, of authorized denomination or denominations, for the same aggregate principal amount
and of the same maturity will be issued to the transferee in exchange herefor.
The Successor Agency and the Trustee may treat the Registered Owner hereof as the
absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be
affected by any notice to the contrary.
Unless this Bond is presented by an authorized representative of The Depository Trust
Company, a New York corporation (DTC), to the Successor Agency or the Trustee for
registration of transfer, exchange, or payment, and any bond issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
It is hereby certified that all of the things, conditions and acts required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist, have
happened or have been performed in due and regular time, form and manner as required by the
laws of the State of California and that the amount of this Bond, together with all other
indebtedness of the Successor Agency, does not exceed any limit prescribed by any laws of the
State of California, and is not in excess of the amount of Bonds permitted to be issued under the
Indenture.
This Bond shall not be entitled to any benefit under the Indenture or become valid or
obligatory for any purpose until the Trustees Certificate of Authentication hereon shall have
been manually signed by the Trustee.
A-5
IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE REDEVELOPMENT

AGENCY OF THE CITY OF LAKEPORT has caused this Bond to be executed in its name and
on its behalf with the the manual or facsimile signature of its ______________ and attested to by
the the manual or facsimile signature of its __________, all as of the Original Issue Date
specified above.
REDEVELOPMENT AGENCY OF THE CITY
OF LAKEPORT
By
Attest:
A-6
TRUSTEES CERTIFICATE OF AUTHENTICATION

This is one of the Bonds described in the within-mentioned Indenture.
Authentication Date:
________________________, as Trustee
By
Authorized Signatory
A-7
ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto
__________________________________ whose address and social security or other tax
identifying number is ____________________, the within-mentioned Bond and hereby
irrevocably constitute(s) and appoint(s) ________________________________________
attorney, to transfer the same on the registration books of the Trustee with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
Note: Signature(s) must be

guaranteed by an eligible
guarantor institution.
Note: The signature(s) on this Assignment must

correspond with the name(s) as written on the face
of the within Bond in every particular without
alteration or enlargement or any change
whatsoever.
A-8
APPENDIX B
RECOGNIZED OBLIGATION DEBT SERVICE PAYMENT SCHEDULE
B-1
2008 ESCROW AGREEMENT
Dated as of _______ 1, 2016
by and between the

and
MUFG UNION BANK, N.A.,
as Escrow Agent
Relating to the Prepayment and Defeasance of
$3,425,000 (Original Par Amount)

Lakeport Redevelopment Project
2008 Tax Allocation Bonds

This 2008 ESCROW AGREEMENT (this Agreement), dated as of _______ 1, 2016, by and
between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF
LAKEPORT, a public agency organized and existing under the laws of the State of California (the
Successor Agency), and MUFG UNION BANK, N.A., a national banking association organized and
existing under the laws of the United States of America, acting as escrow agent (the Escrow Agent) and
as trustee for the 2008 Bonds described below,
WHEREAS, the Redevelopment Agency of the City of Lakeport (the Former Agency), pursuant
to an Indenture of Trust (the 2008 Indenture), dated as of May 1, 2008, by and between the Former
Agency and MUFG Union Bank, N.A. (formerly known as Union Bank of California, N.A.), as trustee (the
2008 Trustee), authorized, executed and delivered Redevelopment Agency of the City of Lakeport,
Lakeport Redevelopment Project, 2008 Tax Allocation Bonds, in the aggregate, original principal amount
of $3,425,000, which is presently outstanding in the aggregate principal amount of $________ (the 2008
Bonds); and
WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code (unless
otherwise noted, all Section references hereinafter being to such Code), the Former Agency has been
dissolved and no longer exists, and pursuant to Section 34173, the Successor Agency has become the
successor entity to the Former Agency; and
WHEREAS, the 2008 Bonds are subject to optional redemption on or after September 1, 2017 at a
redemption price equal to 100% of the principal amount thereof to be redeemed, together with accrued
interest thereon to the redemption date, without premium; and
WHEREAS, in order to provide funds to prepay and redeem the 2008 Bonds and thereby discharge
the 2008 Indenture and the pledge and lien which secures the 2008 Bonds, the Successor Agency has
authorized the issuance of its Successor Agency to the Redevelopment Agency of the City of Lakeport,
Series 2016 Tax Allocation Refunding Bonds, (Lakeport Redevelopment Project), Bank Qualified, in the
aggregate principal amount of $_,___,___ (the Bonds) under an Indenture of Trust dated as of _______ 1,
2016 (the Indenture), by and between the Successor Agency and _______________________, as trustee
(the 2016 Trustee); and
WHEREAS, the Successor Agency wishes to appoint the Escrow Agent for the purpose of
establishing an irrevocable escrow fund to be funded, invested, held and administered for the purpose of
providing for the payment and redemption of the 2008 Bonds in full on September 1, 2016; and
WHEREAS, the Indenture provides for the deposit in the Escrow Fund (established pursuant to
Section 1 hereof) of certain of the proceeds of the Bonds and other moneys; and
WHEREAS, the Escrow Agent has full powers to act with respect to the irrevocable escrow created
herein and to perform the duties and obligations to be undertaken pursuant to this Agreement; and
NOW, THEREFORE, in consideration of the above premises and of the mutual promises and
covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as
follows:
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in
the Indenture.
SECTION 1. Appointment of Escrow Agent; Establishment of Escrow Fund. The Successor
Agency hereby appoints the Escrow Agent to act as escrow agent for purposes of administering the funds
required to pay and redeem the 2008 Bonds in accordance with the 2008 Indenture. The effect of the
deposit of funds hereunder shall be to discharge the 2008 Bonds in full under Section 9.03 of the 2008
Indenture.
The Escrow Agent is hereby directed to establish an escrow fund (the Escrow Fund) to be held by
the Escrow Agent as an irrevocable escrow securing the payment and redemption of the 2008 Bonds in
accordance with the 2008 Indenture.
If at any time the Escrow Agent receives actual knowledge that the cash and securities in the
Escrow Fund will not be sufficient to make any payment required by Section 4, the Escrow Agent shall
notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency
from any source of legally available funds. The Escrow Agent has no liability for any such insufficiency.
SECTION 2. Deposit of Amounts in Escrow Fund. On _______ __, 2016 (the Closing Date),
the Successor Agency shall cause to be transferred to the Escrow Agent for deposit into the Escrow Fund
the amount of $_________ in immediately available funds, to be derived from the following sources in the
following amounts:
(a)
from the proceeds of the Bonds in the amount of $_________;
(b)
from certain amounts held in the accounts established under the 2008 Indenture, in
the amount of $__________ (the Transmitted Proceeds).
SECTION 3. Investment of Amounts in Escrow Fund. As used herein, the term Investment
Securities means the Investment Securities set forth in Exhibit A hereto. The deposits into the Escrow
Fund shall be applied solely as provided in this Agreement.
Such moneys are at least equal to an amount sufficient to purchase the principal amount of
Investment Securities set forth in Exhibit A hereto, which, together with all interest due or to become due
on such Investment Securities, and $________ to be held as cash, will be sufficient to refund and redeem
the entire issue of outstanding 2008 Bonds in advance of their scheduled maturities, on September 1, 2017.
The Escrow Agent shall assert no lien upon or right of offset against the Investment Securities or cash at
any time on deposit in the Escrow Fund.
SECTION 4. Application of Amounts in Escrow Fund. The Successor Agency hereby irrevocably
directs the Escrow Agent, and the Escrow Agent hereby agrees, to apply the amounts on deposit in the
Escrow Fund to pay and redeem the 2008 Bonds, in accordance with the following schedule:
-2-
Period
Ending
Principal
Interest
Principal
Redeemed
Redemption
Premium
Total
09/01/2016
03/01/2017
09/01/2017
Totals
Following the payment and redemption of the 2008 Bonds in full on September 1, 2017, the Escrow
Agent shall transfer any amounts remaining on deposit in the Escrow Fund to the 2015 Trustee to be applied
to pay interest next coming due and payable on the Bonds.
SECTION 5. Irrevocable Election to Prepay and Defease 2008 Bonds. The Successor Agency
hereby irrevocably elects to prepay and defease all of the 2008 Bonds on September 1, 2017, in accordance
with the provisions of Sections 2.03(a) and 7.03 of the 2008 Indenture.
As provided in the 2008 Indenture, upon deposit of the Bond Proceeds and Transmitted Proceeds
with the Escrow Agent in the Escrow Fund, all liability of the Successor Agency with respect to such 2008
Bonds shall cease, terminate, and be completely discharged, and the owners thereof shall thereafter be
entitled only to payment out of such money deposited with the Escrow Agent as aforesaid for their payment.
SECTION 6. Redemption Notice. The Successor Agency hereby irrevocably directs the Escrow
Agent, and the Escrow Agent agrees, to give all required notice of the defeasance, redemption and payment
of the 2008 Bonds scheduled to take place on the date given in Section 4, in the time, form and manner
specified by, and in accordance with, Section 2.03(c) of the 2008 Indenture, at the expense of the Successor
Agency, a form example of which is attached hereto as Exhibit B.
SECTION 7. Compensation to Escrow Agent. The Successor Agency shall pay the Escrow Agent
full compensation for its services under this Agreement, including out-of-pocket costs such as publication
costs, redemption expenses, legal fees and other costs and expenses relating hereto and, in addition, all fees,
costs and expenses relating to the purchase, substitution or withdrawal of any securities after the date
hereof. Under no circumstances shall amounts deposited in or credited to the Escrow Fund be deemed to be
available for said purposes. The Escrow Agent has no lien upon or right of set off against the cash and
securities at any time on deposit in the Escrow Fund.
The Successor Agency shall indemnify, defend and hold harmless the Escrow Agent and its
officers, directors, employees, representatives and agents, from and against and reimburse the Escrow Agent
for any and all claims, obligations, liabilities, losses, damages, actions, suits, judgments, reasonable costs
and expenses (including reasonable attorneys and agents fees and expenses) of whatever kind or nature
regardless of their merit, demanded, asserted or claimed against the Escrow Agent directly or indirectly
relating to, or arising from, claims against the Escrow Agent by reason of its participation in the transactions
contemplated hereby, except to the extent caused by the Escrow Agents negligence or willful misconduct.
The provisions of this Section shall survive the termination of this Agreement or the earlier resignation or
removal of the Escrow Agent.

-3-
SECTION 8. Immunities and Liability of Escrow Agent. The Escrow Agent undertakes to
perform only such duties as are expressly set forth in this Agreement and no implied duties, covenants or
obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not have
any liability hereunder except to the extent of its negligence or willful misconduct. The Escrow Agent shall
not be liable for any loss from any investment made by it in accordance with the terms of this Agreement.
The Escrow Agent shall not be liable for the recitals or representations contained in this Agreement and
shall not be responsible for the validity of this Agreement, the sufficiency of the Escrow Fund or the
moneys and securities to pay the principal of and interest on the 2008 Bonds.
Whenever in the administration of this Agreement the Escrow Agent deems it necessary or
desirable that a matter be proved or established prior to taking or not taking any action, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or
willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established
by a certificate of an authorized representative of the Successor Agency and shall be full protection for any
action taken or not taken by the Escrow Agent in good faith reliance thereon.
The Escrow Agent may conclusively rely as to the truth and accuracy of the statements and
correctness of any opinions or calculations provided to it in connection with this Agreement and shall be
protected in acting, or refraining from acting, upon any notice, instruction, request, certificate, document,
opinion or other writing furnished to the Escrow Agent in connection with this Agreement and believed by
the Escrow Agent to be signed by the proper party, and it need not investigate any fact or matter stated
therein.
None of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own
funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties
hereunder. The Escrow Agent may execute any of the duties or powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due
care, and shall not be responsible for any willful misconduct or negligence on the part of any agent,
attorney, custodian or nominee so appointed.
The Escrow Agent shall not be liable to the parties hereto or deemed in breach or default hereunder
if and to the extent its performance hereunder is prevented by reason of force majeure. The term force
majeure means an occurrence that is beyond the control of the Escrow Agent and could not have been
avoided by exercising due care. Force majeure shall include acts of God, terrorism, war, riots, strikes, fire,
floods, earthquakes, epidemics or other similar occurrences.
SECTION 9. Resignation; Appointment of Successor. The Escrow Agent may at any time resign
by giving 30 days written notice of resignation to the Successor Agency. Upon receiving such notice of
resignation, the Successor Agency shall promptly appoint a successor and, upon the acceptance by the
successor of such appointment, release the resigning Escrow Agent from its obligations hereunder by
written instrument, a copy of which instrument shall be delivered to each of the Successor Agency, the
resigning Escrow Agent and the successor. If no successor shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Escrow Agent may
petition any court of competent jurisdiction for the appointment of a successor.

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Any bank, corporation or association into which the Escrow Agent may be merged or converted or
with which it may be consolidated, or any bank, corporation or association resulting from any merger,
conversion or consolidation to which the Escrow Agent shall be a party, or any bank, corporation or
association succeeding to all or substantially all of the corporate trust business of the Escrow Agent shall be
the successor of the Escrow Agent hereunder without the execution or filing of any paper with any party
hereto or any further act on the part of any of the parties hereto except on the part of any of the parties
hereto where an instrument of transfer or assignment is required by law to effect such succession, anything
herein to the contrary notwithstanding.
SECTION 10. Communications. The Escrow Agent agrees to accept and act upon instructions or
directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods, provided, however, that, the Escrow Agent shall have received an
incumbency certificate listing persons designated to give such instructions or directions and containing
specimen signatures of such designated persons, which such incumbency certificate shall be amended and
replaced whenever a person is to be added or deleted from the listing. If the Successor Agency elects to
give the Escrow Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and
the Escrow Agent acts upon such instructions, the Escrow Agents understanding of such instructions shall
be deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Escrow Agents reliance upon and compliance with such instructions
notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The
Successor Agency agrees to assume all risks arising out of the use of such electronic methods to submit
instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent
acting on unauthorized instructions, and the risk of interception and misuse by third parties.
SECTION 11. Termination of Agreement. Upon payment and redemption in full of the 2008
Bonds, and upon payment of all fees, expenses and charges of the Escrow Agent as described above, this
Agreement shall terminate and the Escrow Agent shall be discharged from any further obligation or
responsibility hereunder.
SECTION 12. Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
SECTION 13. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
**********

-5-
IN WITNESS WHEREOF, the Successor Agency and the Escrow Agent have each caused this
Agreement to be executed by their duly authorized officers all as of the date first above written.
SUCCESSOR AGENCY TO THE REDEVELOPMENT
AGENCY OF THE CITY OF LAKEPORT
By:

as Escrow Agent
By: ____________________________________
Authorized Officer
Acknowledged By:
as 2008 Trustee
By: ____________________________________
Authorized Officer

-6-
EXHIBIT A
SCHEDULE OF INVESTMENT SECURITIES
Investment
Security
Maturity
Date
Coupon
Rate
Par
Amount

A-1
Interest
Amount
Net
Receipt
EXHIBIT B
NOTICE OF FULL OPTIONAL REDEMPTION

B-1
Dated as of _______ 1, 2016
by and between the

and
as Escrow Agent
Relating to the Prepayment and Defeasance of
$1,070,000 (Original Par Amount)

Lakeport Redevelopment Project
2004 Tax Allocation Bond, Series A

This 2004 ESCROW AGREEMENT (this Agreement), dated as of _______ 1, 2016, by and
between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF
LAKEPORT, a public agency organized and existing under the laws of the State of California (the
Successor Agency), and MUFG UNION BANK, N.A., a national banking association organized and
existing under the laws of the United States of America, acting as escrow agent (the Escrow Agent) and
as trustee for the 2004 Bonds described below,
WHEREAS, the Redevelopment Agency of the City of Lakeport (the Former Agency), pursuant
to a Bond Issuance and Sale Agreement (the 2004 Bond Agreement), dated as of December 1, 2004,
among the Association of Bay Area Governments, the Former Agency and MUFG Union Bank, N.A.
(formerly known as Union Bank of California, N.A.), as trustee (the 2004 Trustee), authorized, executed
and delivered Redevelopment Agency of the City of Lakeport, Lakeport Redevelopment Project, 2004 Tax
Allocation Bonds, Series A, in the aggregate, original principal amount of $1,070,000, which is presently
outstanding in the aggregate principal amount of $___,000 (the 2004 Bonds); and
WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code (unless
otherwise noted, all Section references hereinafter being to such Code), the Former Agency has been
dissolved and no longer exists, and pursuant to Section 34173, the Successor Agency has become the
successor entity to the Former Agency; and
WHEREAS, the 2004 Bonds are subject to optional redemption on any March 1 or September 1, at
a redemption price equal to 100% of the principal amount thereof to be redeemed, together with accrued
interest thereon to the redemption date, without premium; and
WHEREAS, in order to provide funds to prepay and redeem the 2004 Bonds and thereby discharge
the 2004 Bond Agreement and the pledge and lien which secures the 2004 Bonds, the Successor Agency
has authorized the issuance of its Successor Agency to the Redevelopment Agency of the City of Lakeport,
Series 2016 Tax Allocation Refunding Bonds, (Lakeport Redevelopment Project), Bank Qualified, in the
aggregate principal amount of $_,___,000 (the Bonds) under an Indenture of Trust dated as of _______ 1,
2016 (the Indenture), by and between the Successor Agency and _______________________, as trustee
(the 2016 Trustee); and
WHEREAS, the Successor Agency wishes to appoint the Escrow Agent for the purpose of
establishing an irrevocable escrow fund to be funded, invested, held and administered for the purpose of
providing for the payment and redemption of the 2004 Bonds in full on September 1, 2016; and
WHEREAS, the Indenture provides for the deposit in the Escrow Fund (established pursuant to
Section 1 hereof) of certain of the proceeds of the Bonds and other moneys; and
WHEREAS, the Escrow Agent has full powers to act with respect to the irrevocable escrow created
herein and to perform the duties and obligations to be undertaken pursuant to this Agreement; and
NOW, THEREFORE, in consideration of the above premises and of the mutual promises and
covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as
follows:
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in
the Indenture.
SECTION 1. Appointment of Escrow Agent; Establishment of Escrow Fund. The Successor
Agency hereby appoints the Escrow Agent to act as escrow agent for purposes of administering the funds
required to pay and redeem the 2004 Bonds in accordance with the 2004 Bond Agreement. The effect of
the deposit of funds hereunder shall be to discharge the 2004 Bonds in full under Section 7.03 of the 2004
Bond Agreement.
The Escrow Agent is hereby directed to establish an escrow fund (the Escrow Fund) to be held by
the Escrow Agent as an irrevocable escrow securing the payment and redemption of the 2004 Bonds in
accordance with the 2004 Bond Agreement.
If at any time the Escrow Agent receives actual knowledge that the cash and securities in the
Escrow Fund will not be sufficient to make any payment required by Section 4, the Escrow Agent shall
notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency
from any source of legally available funds. The Escrow Agent has no liability for any such insufficiency.
SECTION 2. Deposit of Amounts in Escrow Fund. On _______ __, 2016 (the Closing Date),
the Successor Agency shall cause to be transferred to the Escrow Agent for deposit into the Escrow Fund
the amount of $_________ in immediately available funds, to be derived from the following sources in the
following amounts:
(a)
from the proceeds of the Bonds in the amount of $_________;
(b)
from certain amounts held in the accounts established under the 2004 Bond
Agreement, in the amount of $__________ (the Transmitted Proceeds).
SECTION 3. Investment of Amounts in Escrow Fund. As used herein, the term Investment
Securities means the Investment Securities set forth in Exhibit A hereto. The deposits into the Escrow
Fund shall be applied solely as provided in this Agreement.
Such moneys are at least equal to an amount sufficient to purchase the principal amount of
Investment Securities set forth in Exhibit A hereto, which, together with all interest due or to become due
on such Investment Securities, and $________ to be held as cash, will be sufficient to refund and redeem
the entire issue of outstanding 2004 Bonds in advance of their scheduled maturities, on September 1, 2016.
The Escrow Agent shall assert no lien upon or right of offset against the Investment Securities or cash at
any time on deposit in the Escrow Fund.
Following the payment and redemption of the 2004 Bonds in full on September 1, 2016, the Escrow
Agent shall transfer any amounts remaining on deposit in the Escrow Fund to the 2016 Trustee to be applied
to pay interest next coming due and payable on the Bonds.
-2-
SECTION 4. Irrevocable Election to Prepay and Defease 2004 Bonds. The Successor Agency
hereby irrevocably elects to prepay and defease all of the 2004 Bonds on September 1, 2016, in accordance
with the provisions of Sections 2.04 and 7.03 of the 2004 Bond Agreement.
As provided in the 2004 Bond Agreement, upon deposit of the Bond Proceeds and Transmitted
Proceeds with the Escrow Agent in the Escrow Fund, all liability of the Successor Agency with respect to
such 2004 Bonds shall cease, terminate, and be completely discharged, and the owners thereof shall
thereafter be entitled only to payment out of such money deposited with the Escrow Agent as aforesaid for
their payment.
SECTION 5. Redemption Notice. The Successor Agency hereby irrevocably directs the Escrow
Agent, and the Escrow Agent agrees, to give all required notice of the defeasance, redemption and payment
of the 2004 Bonds scheduled to take place on the date given in Section 4, in the time, form and manner
specified by, and in accordance with, Section 2.04 of the 2004 Bond Agreement, at the expense of the
Successor Agency.
SECTION 6. Compensation to Escrow Agent. The Successor Agency shall pay the Escrow Agent
full compensation for its services under this Agreement, including out-of-pocket costs such as publication
costs, redemption expenses, legal fees and other costs and expenses relating hereto and, in addition, all fees,
costs and expenses relating to the purchase, substitution or withdrawal of any securities after the date
hereof. Under no circumstances shall amounts deposited in or credited to the Escrow Fund be deemed to be
available for said purposes. The Escrow Agent has no lien upon or right of set off against the cash and
securities at any time on deposit in the Escrow Fund.
The Successor Agency shall indemnify, defend and hold harmless the Escrow Agent and its
officers, directors, employees, representatives and agents, from and against and reimburse the Escrow Agent
for any and all claims, obligations, liabilities, losses, damages, actions, suits, judgments, reasonable costs
and expenses (including reasonable attorneys and agents fees and expenses) of whatever kind or nature
regardless of their merit, demanded, asserted or claimed against the Escrow Agent directly or indirectly
relating to, or arising from, claims against the Escrow Agent by reason of its participation in the transactions
contemplated hereby, except to the extent caused by the Escrow Agents negligence or willful misconduct.
The provisions of this Section shall survive the termination of this Agreement or the earlier resignation or
removal of the Escrow Agent.
SECTION 7. Immunities and Liability of Escrow Agent. The Escrow Agent undertakes to
perform only such duties as are expressly set forth in this Agreement and no implied duties, covenants or
obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not have
any liability hereunder except to the extent of its negligence or willful misconduct. The Escrow Agent shall
not be liable for any loss from any investment made by it in accordance with the terms of this Agreement.
The Escrow Agent shall not be liable for the recitals or representations contained in this Agreement and
shall not be responsible for the validity of this Agreement, the sufficiency of the Escrow Fund or the
moneys and securities to pay the principal of and interest on the 2004 Bonds.
Whenever in the administration of this Agreement the Escrow Agent deems it necessary or
desirable that a matter be proved or established prior to taking or not taking any action, such matter (unless
-3-
other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or
willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established
by a certificate of an authorized representative of the Successor Agency and shall be full protection for any
action taken or not taken by the Escrow Agent in good faith reliance thereon.
The Escrow Agent may conclusively rely as to the truth and accuracy of the statements and
correctness of any opinions or calculations provided to it in connection with this Agreement and shall be
protected in acting, or refraining from acting, upon any notice, instruction, request, certificate, document,
opinion or other writing furnished to the Escrow Agent in connection with this Agreement and believed by
the Escrow Agent to be signed by the proper party, and it need not investigate any fact or matter stated
therein.
None of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own
funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties
hereunder. The Escrow Agent may execute any of the duties or powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due
care, and shall not be responsible for any willful misconduct or negligence on the part of any agent,
attorney, custodian or nominee so appointed.
The Escrow Agent shall not be liable to the parties hereto or deemed in breach or default hereunder
if and to the extent its performance hereunder is prevented by reason of force majeure. The term force
majeure means an occurrence that is beyond the control of the Escrow Agent and could not have been
avoided by exercising due care. Force majeure shall include acts of God, terrorism, war, riots, strikes, fire,
floods, earthquakes, epidemics or other similar occurrences.
SECTION 8. Resignation; Appointment of Successor. The Escrow Agent may at any time resign
by giving 30 days written notice of resignation to the Successor Agency. Upon receiving such notice of
resignation, the Successor Agency shall promptly appoint a successor and, upon the acceptance by the
successor of such appointment, release the resigning Escrow Agent from its obligations hereunder by
written instrument, a copy of which instrument shall be delivered to each of the Successor Agency, the
resigning Escrow Agent and the successor. If no successor shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Escrow Agent may
petition any court of competent jurisdiction for the appointment of a successor.
Any bank, corporation or association into which the Escrow Agent may be merged or converted or
with which it may be consolidated, or any bank, corporation or association resulting from any merger,
conversion or consolidation to which the Escrow Agent shall be a party, or any bank, corporation or
association succeeding to all or substantially all of the corporate trust business of the Escrow Agent shall be
the successor of the Escrow Agent hereunder without the execution or filing of any paper with any party
hereto or any further act on the part of any of the parties hereto except on the part of any of the parties
hereto where an instrument of transfer or assignment is required by law to effect such succession, anything
herein to the contrary notwithstanding.
SECTION 9. Communications. The Escrow Agent agrees to accept and act upon instructions or
directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods, provided, however, that, the Escrow Agent shall have received an
-4-
incumbency certificate listing persons designated to give such instructions or directions and containing
specimen signatures of such designated persons, which such incumbency certificate shall be amended and
replaced whenever a person is to be added or deleted from the listing. If the Successor Agency elects to
give the Escrow Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and
the Escrow Agent acts upon such instructions, the Escrow Agents understanding of such instructions shall
be deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Escrow Agents reliance upon and compliance with such instructions
notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The
Successor Agency agrees to assume all risks arising out of the use of such electronic methods to submit
instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent
acting on unauthorized instructions, and the risk of interception and misuse by third parties.
SECTION 10. Termination of Agreement. Upon payment and redemption in full of the 2004
Bonds, and upon payment of all fees, expenses and charges of the Escrow Agent as described above, this
Agreement shall terminate and the Escrow Agent shall be discharged from any further obligation or
responsibility hereunder.
SECTION 11. Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
SECTION 12. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
**********

-5-
IN WITNESS WHEREOF, the Successor Agency and the Escrow Agent have each caused this
Agreement to be executed by their duly authorized officers all as of the date first above written.
SUCCESSOR AGENCY TO THE REDEVELOPMENT
AGENCY OF THE CITY OF LAKEPORT
By:

as Escrow Agent
By: ____________________________________
Authorized Officer
Acknowledged By:
as 2004 Trustee
By: ____________________________________
Authorized Officer

-6-
EXHIBIT A
SCHEDULE OF INVESTMENT SECURITIES
Investment
Security
Maturity
Date
Coupon
Rate
Par
Amount

A-1
Interest
Amount
Net
Receipt
CITY OF LAKEPORT
City Council
STAFF REPORT
RE:
Professional Service Agreement, JJACPA: FY 2015-16 City

Audit
SUBMITTED BY:
MEETING DATE:
7/5/2016
PURPOSE OF REPORT:
Information only
Discussion
Action Item

Authorize the City Manager to sign the attached Professional Services Agreement with JJACPA for independent
auditing services.
The City has enjoyed a productive working relationship with the independent, professional accounting firm,
JJACPA. The firm has been responsive to staff inquiry, timely in their work product, and exceptional in their
delivery of auditing services. Staff recommends retaining the firm an additional year beyond their initial fiveyear contract.
The auditor shall perform annual financial audits of the City, the Redevelopment Successor Agency, and CLMSD,
for the fiscal year ending June 30, 2016, including a single audit of federal monies expended.
The independence of the auditor means that the firm does not work for the City but, rather, is contracted to
provide an expert, objective opinion on its financial condition, as presented in the financial statements, and to
provide advice to staff regarding generally accepted accounting principles (GAAP), promulgated by the
Governmental Accounting Standards Board (GASB). The auditor also is charged with identifying any fraud or
malfeasance within the scope of their engagement and reporting that to the next highest level of authority up
to, and including, the City Council. Furthermore, the auditor will continue to be available to the City Council for
any questions or concerns.
Interim audit work was scheduled to begin in late June 2016. The final report shall be furnished to the City as
part of its CAFR by December 31st, with presentation to the Council in early 2017, if so requested.
OPTIONS:
1. Approve and authorize the City Manager to sign the attached Professional Services Agreement with
JJACPA, Inc. for independent auditing services.
Page 1
Agenda Item #VII.A.2.
FISCAL IMPACT:
None
$27,350.00 Budgeted Item?
Yes
No
Yes
No
Affected fund(s):
General Fund
Water OM Fund
Sewer OM Fund
including Fund 705: RDA Successor Agency Private Purpose Trust Fund
Other: All other funds,
Comments: This agreement is for auditing services for the 2015-16 fiscal year. Related fees are not to exceed
$27,350.00.
SUGGESTED MOTIONS:
Approve and authorize the City Manager to execute the Professional Services Agreement with JJACPA for
independent auditing services.
Attachments:
Attachment A: PSA with JJACPA
Page 2
Agenda Item #VII.A.2.
PROFESSIONAL SERVICES AGREEMENT

(City of Lakeport / JJACPA, Inc.)
1.
IDENTIFICATION
THIS PROFESSIONAL SERVICES AGREEMENT (Agreement) is entered into by

and between the City of Lakeport a California municipal corporation (City) and JJACPA, Inc.,
a professional services corporation, duly qualified to conduct business in California, whose
principal place of business is 349 Main Street, Suite 204, Pleasanton, CA, 94566-6663
(hereinafter referred to as "Auditor").
2.
RECITALS
2.1
City has determined that it requires the following professional services from a
Auditor: independent, professional auditing services.
2.2
Auditor represents that it is fully qualified to perform such professional services

by virtue of its experience and the training, education and expertise of its
principals and employees. Auditor further represents that it is willing to accept
responsibility for performing such services in accordance with the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein
contained, City and Auditor agree as follows:
3.
4.
DEFINITIONS
3.1
Scope of Services: Such professional services as are set forth in Auditors May
4, 2016 engagement letter to City attached hereto as Exhibit A and incorporated
herein by this reference.
3.2
Approved Fee Schedule: Such compensation rates as are set forth in Auditors
May 4, 2016 engagement letter to City attached hereto as Exhibit A and
incorporated herein by this reference.
3.3
Commencement Date: June 1, 2016.
3.4
Expiration Date: January 31, 2017.

TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date
and shall expire at 11:59 p.m. on the Expiration Date unless extended by written agreement of
the parties or terminated earlier in accordance with Section 18 (Termination) below.
5.
AUDITORS SERVICES
Page 1 of 13
APPROVED FOR USE 7/27/2015

119878.4
5.1
Auditor shall perform the services identified in the Scope of Services. City shall
have the right to request, in writing, changes in the Scope of Services. Any such
changes mutually agreed upon by the parties, and any corresponding increase or
decrease in compensation, shall be incorporated by written amendment to this
Agreement. In no event shall the total compensation and costs payable to Auditor
under this Agreement exceed the sum of $27,350.00 unless specifically approved
in advance and in writing by City.
5.2
Auditor shall obtain a City business license prior to commencing performance

under this Agreement.
5.3
Auditor shall perform all work to the highest professional standards of Auditors
profession and in a manner reasonably satisfactory to City. Auditor shall keep
itself fully informed of and in compliance with all local, state, and federal laws,
rules, and regulations in any manner affecting the performance of the Agreement,
including all Cal/OSHA requirements, the conflict of interest provisions of
Government Code Section 1090, and the Political Reform Act (Government Code
Section 81000 et seq.).
5.4
During the term of this Agreement, Auditor shall not perform any work for
another person or entity for whom Auditor was not working at the
Commencement Date if both (i) such work would require Auditor to abstain from
a decision under this Agreement pursuant to a conflict of interest statute and (ii)
City has not consented in writing to Auditors performance of such work.
5.5
Auditor represents that it has, or will secure at its own expense, all personnel
required to perform the services identified in the Scope of Services. All such
services shall be performed by Auditor or under its supervision, and all personnel
engaged in the work shall be qualified to perform such services. Joseph Arch
shall be Auditors project administrator and shall have direct responsibility for
management of Auditors performance under this Agreement. No change shall be
made in Auditors project administrator without Citys prior written consent.
5.6
Auditor has represented to the City that key personnel will perform and
coordinate the services under this Agreement. Should one or more of such
personnel become unavailable, Auditor may substitute other personnel of at least
equal competence upon written approval of City. If City and Auditor cannot
agree as to the substitution of key personnel, City may terminate this Agreement
for cause.
5.7
Auditor shall not be reimbursed for any expenses unless provided for in this
Agreement or authorized in writing by City in advance.
Page 2 of 13
119878.4
6.
7.
COMPENSATION
6.1
City agrees to compensate Auditor for the services provided under this
Agreement, and Auditor agrees to accept in full satisfaction for such services,
payment in accordance with the Approved Fee Schedule.
6.2
Auditor shall submit to City an invoice, on a monthly basis or less frequently, for
the services performed pursuant to this Agreement. Each invoice shall itemize the
services rendered during the billing period and the amount due. City shall not
withhold applicable taxes or other authorized deductions from payments made to
Auditor.
6.3
Payments for any services requested by City and not included in the Scope of
Services shall be made to Auditor by City on a time-and-materials basis using
Auditors standard fee schedule. Auditor shall be entitled to increase the fees in
this fee schedule at such time as it increases its fees for its clients generally;
provided, however, in no event shall Auditor be entitled to increase fees for
services rendered before the thirtieth day after Auditor notifies City in writing of
an increase in that fee schedule.
PREVAILING WAGES
Auditor is aware of the requirements of California Labor Code Section 1720, et seq., and
1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.,
(Prevailing Wage Laws), which require the payment of prevailing wage rates and the
performance of other requirements on certain public works and maintenance projects.
Auditor shall defend, indemnify, and hold the City, its elected officials, officers, employees, and
agents free and harmless from any claim or liability arising out of any failure or alleged failure of
Auditor to comply with the Prevailing Wage Laws.
8.
OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material (written products herein) developed by
Auditor in the performance of this Agreement shall be and remain the property of City without
restriction or limitation upon its use or dissemination by City. Auditor may take and retain
copies of such written products as desired, but no such written products shall be the subject of a
copyright application by Auditor.
9.
RELATIONSHIP OF PARTIES
Auditor is, and shall at all times remain as to City, a wholly independent contractor.
Auditor shall have no power to incur any debt, obligation, or liability on behalf of City or
otherwise to act on behalf of City as an agent. Neither City nor any of its agents shall have
control over the conduct of Auditor or any of Auditors employees, except as set forth in this
Agreement. Auditor shall not represent that it is, or that any of its agents or employees are, in
any manner employees of City.
Under no circumstances shall Auditor look to the City as his employer. Auditor shall not
Page 3 of 13
119878.4
be entitled to any benefits. City makes no representation as to the effect of this independent
contractor relationship on Auditors previously earned PERS retirement benefits, and Auditor
specifically assumes the responsibility for making such a determination. Auditor shall be
responsible for all reports and obligations including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers
compensation.
10.
CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Auditor

or provided for performance of this Agreement are deemed confidential and shall not be
disclosed by Auditor without prior written consent by City. City shall grant such consent if
disclosure is legally required. Upon request, all City data shall be returned to City upon the
termination or expiration of this Agreement.
11.
INDEMNIFICATION
11.1
The parties agree that City, its officers, agents, employees and volunteers should,
to the fullest extent permitted by law, be protected from any and all loss, injury,
damage, claim, lawsuit, cost, expense, attorneys fees, litigation costs, taxes, or
any other cost arising out of or in any way related to the performance of this
Agreement. Accordingly, the provisions of this indemnity provision are intended
by the parties to be interpreted and construed to provide the City with the fullest
protection possible under the law. Auditor acknowledges that City would not
enter into this Agreement in the absence of Auditors commitment to indemnify
and protect City as set forth herein.
11.2
To the fullest extent permitted by law, Auditor shall indemnify, hold harmless,
and when the City requests with respect to a claim provide a deposit for the
defense of, and defend City, its officers, agents, employees and volunteers from
and against any and all claims and losses, costs or expenses for any damage due to
death or injury to any person, whether physical, emotional, consequential or
otherwise, and injury to any property arising out of or in connection with
Auditors alleged negligence, recklessness or willful misconduct or other
wrongful acts, errors or omissions of Auditor or any of its officers, employees,
servants, agents, or subcontractors, or anyone directly or indirectly employed by
either Auditor or its subcontractors, in the performance of this Agreement or its
failure to comply with any of its obligations contained in this Agreement, except
such loss or damage as is caused by the sole active negligence or willful
misconduct of the City. Such costs and expenses shall include reasonable
attorneys fees due to counsel of Citys choice, expert fees and all other costs and
fees of litigation.
11.3
City shall have the right to offset against any compensation due Auditor under
this Agreement any amount due City from Auditor as a result of Auditors failure
to pay City promptly any indemnification arising under this Section 11 and any
amount due City from Auditor arising from Auditors failure either to (i) pay
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119878.4
taxes on amounts received pursuant to this Agreement or (ii) comply with

applicable workers compensation laws.
12.
11.4
The obligations of Auditor under this Section 11 are not limited by the provisions
of any workers compensation act or similar act. Auditor expressly waives its
statutory immunity under such statutes or laws as to City, its officers, agents,
employees and volunteers.
11.5
Auditor agrees to obtain executed indemnity agreements with provisions identical

to those set forth here in this Section 11 from each and every subcontractor or any
other person or entity involved by, for, with or on behalf of Auditor in the
performance of this Agreement. If Auditor fails to obtain such indemnity
obligations from others as required herein, Auditor agrees to be fully responsible
and indemnify, hold harmless and defend City, its officers, agents, employees and
volunteers from and against any and all claims and losses, costs or expenses for
any damage due to death or injury to any person and injury to any property
resulting from any alleged intentional, reckless, negligent, or otherwise wrongful
acts, errors or omissions of Auditors subcontractors or any other person or entity
involved by, for, with or on behalf of Auditor in the performance of this
Agreement. Such costs and expenses shall include reasonable attorneys fees
incurred by counsel of Citys choice.
11.6
City does not, and shall not, waive any rights that it may possess against Auditor
because of the acceptance by City, or the deposit with City, of any insurance
policy or certificate required pursuant to this Agreement. This hold harmless and
indemnification provision shall apply regardless of whether or not any insurance
policies are determined to be applicable to the claim, demand, damage, liability,
loss, cost or expense.
INSURANCE
12.1
During the term of this Agreement, Auditor shall carry, maintain, and keep in full
force and effect insurance against claims for death or injuries to persons or
damages to property that may arise from or in connection with Auditors
performance of this Agreement.
12.2
Any available insurance proceeds broader than or in excess of the specified

minimum Insurance coverage requirements or limits shall be available to the
Additional Insured. Furthermore, the requirements for coverage and limits shall
be the greater of (1) the minimum coverage and limits specified in this
Agreement, or (2) the broader coverage and maximum limits of coverage of any
Insurance policy or proceeds available to the named Insured.
12.3
Insurance required under this Agreement shall be of the types set forth below,
with minimum coverage as described:
12.1.1 Comprehensive General Liability Insurance with coverage limits of not
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119878.4
less than One Million Dollars ($1,000,000) including products and

operations hazard, contractual insurance, broad form property damage,
independent Auditors, personal injury, underground hazard, and explosion
and collapse hazard where applicable.
12.1.2 Automobile Liability Insurance for vehicles used in connection with the
performance of this Agreement with minimum limits of One Million
Dollars ($1,000,000) per claimant and One Million dollars ($1,000,000)
per incident.
12.1.3 Workers Compensation insurance as required by the laws of the State of
California.
12.1.4 Professional Errors and Omissions Insurance with coverage limits of not
less than One Million Dollars ($1,000,000).
12.2
Auditor shall require each of its subcontractors to maintain insurance coverage

that meets all of the requirements of this Agreement.
12.3
The policy or policies required by this Agreement shall be issued by an insurer

admitted in the State of California and with a rating of at least A:VII in the latest
edition of Bests Insurance Guide.
12.4
Auditor agrees that if it does not keep the aforesaid insurance in full force and
effect, City may either (i) immediately terminate this Agreement; or (ii) take out
the necessary insurance and pay the premium thereon at Auditors expense.
12.5
At all times during the term of this Agreement, Auditor shall maintain on file with
Citys Risk Manager a certificate or certificates of insurance showing that the
aforesaid policies are in effect in the required amounts and naming the City and
its officers, employees, agents and volunteers as additional insureds.
Auditor
shall, prior to commencement of work under this Agreement, file with Citys Risk
Manager such certificate(s).
12.6
Auditor shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Such proof will be furnished at
least two weeks prior to the expiration of the coverages.
12.7
The general liability and automobile policies of insurance required by this

Agreement shall contain an endorsement naming City and its officers, employees,
agents and volunteers as additional insureds. All of the policies required under
this Agreement shall contain an endorsement providing that the policies cannot be
canceled or reduced except on thirty days prior written notice to City. Auditor
agrees to require its insurer to modify the certificates of insurance to delete any
exculpatory wording stating that failure of the insurer to mail written notice of
cancellation imposes no obligation, and to delete the word endeavor with regard
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119878.4
to any notice provisions.

12.8
The insurance provided by Auditor shall be primary to any coverage available to

City. Any insurance or self-insurance maintained by City and/or its officers,
employees, agents or volunteers, shall be in excess of Auditors insurance and
shall not contribute with it.
12.9
All insurance coverage provided pursuant to this Agreement shall not prohibit
Auditor, and Auditors employees, agents or subcontractors, from waiving the
right of subrogation prior to a loss. Auditor hereby waives all rights of
subrogation against the City.
12.10 Any deductibles or self-insured retentions must be declared to and approved by

the City. At the option of City, Auditor shall either reduce or eliminate the
deductibles or self-insured retentions with respect to City, or Auditor shall
procure a bond in the amount of the deductible or self-insured retention to
guarantee payment of losses and expenses.
12.11 Procurement of insurance by Auditor shall not be construed as a limitation of
Auditors liability or as full performance of Auditors duties to indemnify, hold
harmless and defend under Section 11 of this Agreement.
12.12 Auditor shall report to the City, in addition to the Auditors insurer, any and all
insurance claims submitted to Auditor's insurer in connection with the services
under the Agreement.
12.13 Auditor may be self-insured under the terms of this Agreement only with express
written approval from the City.
12.13.1 All self-insured retentions (SIR) must be disclosed to the City for
approval and shall not reduce the limits of liability.
12.13.2 Policies containing any SIR provision shall provide or be endorsed to
provide that the SIR may be satisfied by either the named Insured or the
City.
12.14 City reserves the right to obtain a full certified copy of any Insurance policy and
endorsements. Failure to exercise this right shall not constitute a waiver of the
right to exercise later.
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119878.4
13.
14.
MUTUAL COOPERATION
13.1
City shall provide Auditor with all pertinent data, documents and other requested
information as is reasonably available for the proper performance of Auditors
services under this Agreement.
13.2
If any claim or action is brought against City relating to Auditors performance in

connection with this Agreement, Auditor shall render any reasonable assistance
that City may require in the defense of that claim or action.
RECORDS AND INSPECTIONS
Auditor shall maintain full and accurate records with respect to all matters covered under
this Agreement for a period of three years after the expiration or termination of this Agreement.
City shall have the right to access and examine such records, without charge, during normal
business hours. City shall further have the right to audit such records, to make transcripts
therefrom and to inspect all program data, documents, proceedings, and activities.
15.
PERMITS AND APPROVALS
Auditor shall obtain, at its sole cost and expense, all permits and regulatory approvals
necessary for Auditors performance of this Agreement. This includes, but shall not be limited
to, professional licenses, encroachment permits and building and safety permits and inspections.
16.
NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed
received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service
during Auditors and Citys regular business hours; or (ii) on the third business day following
deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed
below (or to such other addresses as the parties may, from time to time, designate in writing).
If to City
If to Auditor:
City of Lakeport
Attn: Finance Director
225 Park St.
Lakeport CA 95453
Telephone: (707) 263-5615 x16
Facsimile: (707) 263-8584
Joe Arch, CPA

7080 Donlon Way, Ste 204
Dublin, CA 94568
Telephone: (925) 556-6200
With courtesy copy to:

David J. Ruderman, Esq.
City Attorney
Colantuono, Highsmith & Whatley, P.C.
420 Sierra College Drive, Suite 140
Grass Valley, CA 95945
Page 8 of 13
119878.4
Telephone: (530) 432-7357

Facsimile: (530) 432-7356
17.
SURVIVING COVENANTS
The parties agree that the covenants contained in Section 10, Section 11, Paragraph 13.2
and Section 14 of this Agreement shall survive the expiration or termination of this Agreement.
18.
19.
TERMINATION
18.1
City may terminate this Agreement for any reason on five calendar days written
notice to Auditor. Auditor may terminate this Agreement for any reason on thirty
calendar days written notice to City. Auditor agrees to cease all work under this
Agreement on or before the effective date of any notice of termination. All City
data, documents, objects, materials or other tangible things shall be returned to
City upon the termination or expiration of this Agreement.
18.2
If City terminates this Agreement due to no fault or failure of performance by

Auditor, then Auditor shall be paid based on the work satisfactorily performed at
the time of termination. In no event shall Auditor be entitled to receive more than
the amount that would be paid to Auditor for the full performance of the services
required by this Agreement.
GENERAL PROVISIONS
19.1
Auditor maintains and warrants that it has not employed nor retained any
company or person, other than a bona fide employee working solely for Auditor,
to solicit or secure this Agreement. Further, Auditor warrants that it has not paid
nor has it agreed to pay any company or person, other than a bona fide employee
working solely for Auditor, any fee, commission, percentage, brokerage fee, gift
or other consideration contingent upon or resulting from the award or making of
this Agreement. Auditor further agrees to file, or shall cause its employees or
subcontractor to file, a Statement of Economic Interest with the Citys Filing
Officer if required under state law in the performance of the services. For breach
or violation of this warranty, City shall have the right to rescind this Agreement
without liability. For the term of this Agreement, no member, officer, or
employee of City, during the term of his or her service with City, shall have any
direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
19.2
Auditor shall not delegate, transfer, subcontract or assign its duties or rights
hereunder, either in whole or in part, without Citys prior written consent, and any
attempt to do so shall be void and of no effect. City shall not be obligated or
liable under this Agreement to any party other than Auditor.
19.3
This Agreement shall be binding on the successors and assigns of the parties.
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119878.4
19.4
Except as expressly stated herein, there is no intended third party beneficiary of

any right or obligation assumed by the parties.
19.5
Time is of the essence for each and every provision of this Agreement.
19.6
In the performance of this Agreement, Auditor shall not discriminate against any
employee, subcontractor, or applicant for employment because of race, color,
creed, religion, sex, marital status, sexual orientation, national origin, ancestry,
age, physical or mental disability, medical condition or any other unlawful basis.
19.7
The captions appearing at the commencement of the sections hereof, and in any
paragraph thereof, are descriptive only and for convenience in reference to this
Agreement. Should there be any conflict between such heading, and the section
or paragraph thereof at the head of which it appears, the section or paragraph
thereof, as the case may be, and not such heading, shall control and govern in the
construction of this Agreement. Masculine or feminine pronouns shall be
substituted for the neuter form and vice versa, and the plural shall be substituted
for the singular form and vice versa, in any place or places herein in which the
context requires such substitution(s).
19.8
The waiver by City or Auditor of any breach of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition or of any subsequent breach of the same or any other term, covenant or
condition herein contained. No term, covenant or condition of this Agreement
shall be deemed to have been waived by City or Auditor unless in writing signed
by one authorized to bind the party asserted to have consented to the waiver.
19.9
Auditor shall not be liable for any failure to perform if Auditor presents
acceptable evidence, in Citys sole judgment, that such failure was due to causes
beyond the control and without the fault or negligence of Auditor.
19.10 Each right, power and remedy provided for herein or now or hereafter existing at
law, in equity, by statute, or otherwise shall be cumulative and shall be in addition
to every other right, power, or remedy provided for herein or now or hereafter
existing at law, in equity, by statute, or otherwise. The exercise, the
commencement of the exercise, or the forbearance of the exercise by any party of
any one or more of such rights, powers or remedies shall not preclude the
simultaneous or later exercise by such party of any of all of such other rights,
powers or remedies. If legal action shall be necessary to enforce any term,
covenant or condition herein contained, the party prevailing in such action,
whether reduced to judgment or not, shall be entitled to its reasonable court costs,
including accountants fees, if any, and attorneys fees expended in such action.
The venue for any litigation shall be Lake County, California and Auditor hereby
consents to jurisdiction in Lake County for purposes of resolving any dispute or
enforcing any obligation arising under this Agreement.
19.11 If any term or provision of this Agreement or the application thereof to any person
Page 10 of 13
119878.4
or circumstance shall, to any extent, be invalid or unenforceable, then such term

or provision shall be amended to, and solely to, the extent necessary to cure such
invalidity or unenforceability, and in its amended form shall be enforceable. In
such event, the remainder of this Agreement, or the application of such term or
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Agreement shall be valid and be enforced to the fullest extent
permitted by law.
19.12 This Agreement shall be governed and construed in accordance with the laws of
the State of California.
19.13 All documents referenced as exhibits in this Agreement are hereby incorporated
into this Agreement. In the event of any material discrepancy between the
express provisions of this Agreement and the provisions of any document
incorporated herein by reference, the provisions of this Agreement shall prevail.
This instrument contains the entire Agreement between City and Auditor with
respect to the transactions contemplated herein. No other prior oral or written
agreements are binding upon the parties. Amendments hereto or deviations
herefrom shall be effective and binding only if made in writing and executed by
City and Auditor.
19.14 Auditor shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, and other records or documents evidencing or relating to charges
for services or expenditures and disbursements charged to City under this
Agreement for a minimum of three (3) years, or for any longer period required by
law, from the date of final payment to Auditor under this Agreement. All such
documents shall be made available for inspection, audit, and/or copying at any
time during regular business hours, upon oral or written request of City. In
addition, pursuant to Government Code Section 8546.7, if the amount of public
funds expended under this Agreement exceeds ten thousand dollars, all such
documents and this Agreement shall be subject to the examination and audit of
the State Auditor, at the request of City or as part of any audit of City, for a period
of three (3) years after final payment under the Agreement.
Page 11 of 13
119878.4
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized
representatives to execute this Agreement on the dates set forth below.
City
City of Lakeport
Auditor
JJACPA
By: __________________________
By: _______________________________
Joseph Arch, CPA, President
Date: _______________
Date: __________________
By: _______________________________
Brett Jones, CPA, Secretary
Date: __________________
Attest:
By:
Kelly Buendia, City Clerk
Date:
Approved as to form:
By:
David J. Ruderman, City Attorney
Date:
Page 12 of 13
119878.4
EXHIBIT A
SCOPE OF SERVICES
(ATTACHED HERETO)
Page 13 of 13
119878.4

May 4, 2016

City of Lakeport
225 Park Street
Lakeport, CA 95453
Dear Dan:
You have requested that we audit the financial statements of the governmental activities, the business-type
activities, each major fund, the aggregate remaining fund information and the major funds budgetary
comparison information of the City of Lakeport, California (City) as of June 30, 2016, and for the year then
ended, and the related notes to the financial statements, which collectively comprise the Citys basic
financial statements as listed in the table of contents.
In addition, we will audit the entitys compliance over major federal award programs for the period ended
June 30, 2016. We are pleased to confirm our acceptance and our understanding of this audit engagement
by means of this letter. Our audits will be conducted with the objectives of our expressing an opinion on
each opinion unit and an opinion on compliance regarding the entitys major federal award programs.
Accounting principles generally accepted in the United States of America require that supplementary
information, be presented to supplement the basic financial statements. Such information, although not a
part of the basic financial statements, is required by the Governmental Accounting Standards Board, who
considers it to be an essential part of financial reporting for placing the basic financial statements in an
appropriate operational, economic, or historical context. As part of our engagement, we will apply certain
limited procedures to the required supplementary information (RSI) in accordance with auditing standards
generally accepted in the United States of America. These limited procedures will consist primarily of
inquiries of management regarding their methods of measurement and presentation, and comparing the
information for consistency with managements responses to our inquiries. We will not express an opinion
or provide any form of assurance on the RSI. The following RSI is required by accounting principles
generally accepted in the United States of America. This RSI will be subjected to certain limited procedures
but will not be audited:
Managements Discussion and Analysis

Other Post-Employment Benefits Schedule of Funding Progress
Schedule of Contributions, Pension
Schedule of the Citys Proportionate Share of the Net Pension Liability
Supplementary information other than RSI will accompany the Citys basic financial statements. We will
subject the following supplementary information to the auditing procedures applied in our audit of the basic
financial statements and certain additional procedures, including comparing and reconciling the
supplementary information to the underlying accounting and other records used to prepare the financial
statements or to the financial statements themselves, and additional procedures in accordance with auditing
standards generally accepted in the United States of America. We intend to provide an opinion on the
following supplementary information in relation to the financial statements as a whole:
Combining and individual non-major fund financial statements

Non-major funds budgetary comparison schedules
7080 Donlon Way, Suite 204, Dublin, CA 94568 phone (925) 556-6200 fax: (925) 556-6201
www.jjacpa.com
Schedule of Expenditures of Federal Awards

We will subject the schedule of expenditures of federal awards to the auditing procedures applied in our
audit of the basic financial statements and certain additional procedures, including comparing and
reconciling the schedule to the underlying accounting and other records used to prepare the financial
statements or to the financial statements themselves, and additional procedures in accordance with auditing
standards generally accepted in the United States of America. We intend to provide an opinion on whether
the schedule of expenditures of federal awards is presented fairly in all material respects in relation to the
financial statements as a whole.
Also, the document we submit to you will include the following other additional information that will not
be subjected to the auditing procedures applied in our audit of the financial statements:
Introductory Section
Statistical Section
Data Collection Form

Prior to the completion of our engagement, we will complete the sections of the Data Collection Form that
are our responsibility. The form will summarize our audit findings, amounts and conclusions. It is
managements responsibility to submit a reporting package including financial statements, schedule of
expenditure of federal awards, summary schedule of prior audit findings and corrective action plan along
with the Data Collection Form to the federal audit clearinghouse. The financial reporting package must be
text searchable, unencrypted, and unlocked. Otherwise, the reporting package will not be accepted by the
federal audit clearinghouse. We will assist you in the electronic submission and certification. You may
request from us copies of our report for you to include with the reporting package submitted to pass-through
entities.
The Data Collection Form is required to be submitted within the earlier of 30 days after receipt of our
auditors reports or nine months after the end of the audit period, unless specifically waived by a federal
cognizant or oversight agency for audits. Data Collection Forms submitted untimely are one of the factors
in assessing programs at a higher risk.
Audit of the Financial Statements
We will conduct our audit in accordance with auditing standards generally accepted in the United States of
America (U.S. GAAS), the standards applicable to financial audits contained in Government Auditing
Standards, issued by the Comptroller General of the United States of America; the audit requirements of
Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards (Uniform Guidance) [and, if applicable, in
accordance with any state or regulatory audit requirements]. Those standards and the Uniform Guidance
require that we plan and perform the audit to obtain reasonable assurance about whether the basic financial
statements are free from material misstatement. An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial statements. The procedures selected depend on
the auditors judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to error, fraudulent financial reporting, misappropriation of assets, or violations of
laws, governmental regulations, grant agreements, or contractual agreements. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements.
Because of the inherent limitations of an audit, together with the inherent limitations of internal control, an
unavoidable risk that some material misstatements or noncompliance may not be detected exists, even
though the audit is properly planned and performed in accordance with U.S. GAAS and Government
Auditing Standards of the Comptroller General of the United States of America.
In making our risk assessments, we consider internal control relevant to the entitys preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal
control. However, we will communicate to you in writing concerning any significant deficiencies or
material weaknesses in internal control relevant to the audit of the financial statements that we have
identified during the audit.
We will issue a written report upon completion of our audit of the Citys basic financial statements. Our
report will be addressed to the governing body of the City. We cannot provide assurance that unmodified
opinions will be expressed. Circumstances may arise in which it is necessary for us to modify our opinions,
add an emphasis-of-matter or other-matter paragraph(s), or withdraw from the engagement.
In accordance with the requirements of Government Auditing Standards, we will also issue a written report
describing the scope of our testing over internal control over financial reporting and over compliance with
laws, regulations, and provisions of grants and contracts, including the results of that testing. However,
providing an opinion on internal control and compliance over financial reporting will not be an objective
of the audit and, therefore, no such opinion will be expressed.
Audit of Major Program Compliance
Our audit of the Citys major federal award program(s) compliance will be conducted in accordance with
the requirements of the Single Audit Act, as amended; and the Uniform Guidance, and will include tests of
accounting records, a determination of major programs in accordance with the Uniform Guidance and other
procedures we consider necessary to enable us to express such an opinion on major federal award program
compliance and to render the required reports. We cannot provide assurance that an unmodified opinion on
compliance will be expressed. Circumstances may arise in which it is necessary for us to modify our opinion
or withdraw from the engagement.
The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance
about whether the entity has complied with applicable laws and regulations and the provisions of contracts
and grant agreements applicable to major federal award programs. Our procedures will consist of
determining major federal programs and performing the applicable procedures described in the U.S. Office
of Management and Budget OMB Compliance Supplement for the types of compliance requirements that
could have a direct and material effect on each of the entitys major programs. The purpose of those
procedures will be to express an opinion on the entitys compliance with requirements applicable to each
of its major programs in our report on compliance issued pursuant to the Uniform Guidance.
Also, as required by the Uniform Guidance, we will perform tests of controls to evaluate the effectiveness
of the design and operation of controls that we consider relevant to preventing or detecting material
noncompliance with compliance requirements applicable to each of the entitys major federal award
programs. However, our tests will be less in scope than would be necessary to render an opinion on these
controls and, accordingly, no opinion will be expressed in our report.
We will issue a report on compliance that will include an opinion or disclaimer of opinion regarding the
entitys major federal award programs, and a report on internal controls over compliance that will report
any significant deficiencies and material weaknesses identified; however, such report will not express an
opinion on internal control.
Managements Responsibilities
Our audit will be conducted on the basis that management acknowledge and understand that they have
responsibility:
1. For the preparation and fair presentation of the financial statements in accordance with accounting
principles generally accepted in the United States of America;
2. For the design, implementation, and maintenance of internal control relevant to the preparation and
fair presentation of financial statements that are free from material misstatement, whether due to
error fraudulent financial reporting, misappropriation of assets, or violations of laws, governmental
regulations, grant agreements, or contractual agreements;
3. For safeguarding assets;
4. For identifying all federal awards expended during the period including federal awards and funding
increments received prior to December 26, 2014, and those received in accordance with the
Uniform Guidance generally received after December 26, 2014;
5. For preparing the schedule of expenses of federal awards (including notes and noncash assistance
received) in accordance with the Uniform Guidance requirements;
6. For the design, implementation, and maintenance of internal control over compliance;
7. For identifying and ensuring that the entity complies with laws, regulations, grants, and contracts
applicable to its activities and its federal award programs;
8. For following up and taking corrective action on reported audit findings from prior periods and
preparing a summary schedule of prior audit findings;
9. For following up and taking corrective action on current year audit findings and preparing a
corrective action plan for such findings;
10. For submitting the reporting package and data collection form to the appropriate parties;
11. For making the auditor aware of any significant vendor relationships where the vendor is
responsible for program compliance;
12. To provide us with:
a. Access to all information of which management is aware that is relevant to the preparation and
fair presentation of the financial statements, and relevant to federal award programs, such as
records, documentation, and other matters;
b. Additional information that we may request from management for the purpose of the audit; and
c. Unrestricted access to persons within the entity from whom we determine it necessary to obtain
audit evidence.
13. For adjusting the financial statements to correct material misstatements and confirming to us in the
management representation letter that the effects of any uncorrected misstatements aggregated by
us during the current engagement and pertaining to the current year period(s) under audit are
immaterial, both individually and in the aggregate, to the financial statements as a whole; and
14. For confirming your understanding of your responsibilities as defined in this letter to us in your
management representation letter.
With regard to the supplementary information referred to above, you acknowledge and understand your
responsibility (a) for the preparation of the supplementary information in accordance with the applicable
criteria, (b) to provide us with the appropriate written representations regarding supplementary information,
(c) to include our report on the supplementary information in any document that contains the supplementary
information and that indicates that we have reported on such supplementary information, and (d) to present
the supplementary information with the audited financial statements, or if the supplementary information
will not be presented with the audited financial statements, to make the audited financial statements readily
available to the intended users of the supplementary information no later than the date of issuance by you
of the supplementary information and our report thereon.
As part of our audit process, we will request from management, written confirmation concerning
representations made to us in connection with the audit.
We understand that your employees will prepare all confirmations we request and will locate any documents
or invoices selected by us for testing.
If you intend to publish or otherwise reproduce the financial statements and make reference to our firm,
you agree to provide us with printers proofs or masters for our review and approval before printing. You
also agree to provide us with a copy of the final reproduced material for our approval before it is distributed.
Fees and Timing
The timing of our audit will be scheduled for performance and completion as follows:
Begin
Complete
Document internal control and preliminary tests
6/27/16
7/1/16
Mail confirmations
7/1/16
7/1/16
Delivery of Trial Balance
11/7/16
11/7/16
Perform year-end audit procedures
11/14/16
11/18/16
Issue audit reports
12/16/16
12/16/16
Joseph J. Arch, CPA, is the engagement partner for the audit services specified in this letter. His
responsibilities include supervising JJACPAs services performed as part of this engagement and signing
or authorizing another qualified firm representative to sign the audit report.
Our fees are based on the amount of time required at various levels of responsibility, plus actual out-ofpocket expenses. Invoices will be rendered every two weeks and are payable upon presentation. We
estimate that our fee for the audit will be $27,350. We will notify you immediately of any circumstances
we encounter that could significantly affect this initial fee estimate. Whenever possible, we will attempt to
use the Citys personnel to assist in the preparation of schedules and analyses of accounts. This effort could
substantially reduce our time requirements and facilitate the timely conclusion of the audit.
Other Matters
During the course of the engagement, we may communicate with you or your personnel via fax or e-mail,
and you should be aware that communication in those mediums contains a risk of misdirected or intercepted
communications.
The audit documentation for this engagement is the property of JJACPA and constitutes confidential
information. However, we may be requested to make certain audit documentation available to state and
federal agencies and the U.S. Government Accountability Office pursuant to authority given to it by law or
regulation, or to peer reviewers. If requested, access to such audit documentation will be provided under
the supervision of JJACPAs personnel. Furthermore, upon request, we may provide copies of selected
audit documentation to these agencies and regulators. The regulators and agencies may intend, or decide,
to distribute the copies of information contained therein to others, including other governmental agencies.
We agree to retain our audit documentation or work papers for a period of at least seven years from the date
of our report.
Further, we will be available during the year to consult with you on financial management and accounting
matters of a routine nature.
This agreement shall be governed by the laws of the State of California. If a dispute arises out of the audit
engagement described herein and if the dispute cannot be settled through negotiations, the parties agree
first to try in good faith to settle the dispute by mediation using an agreed upon mediator. If the parties are
unable to agree on a mediator, the parties shall petition the state court that would have jurisdiction over this
matter and request the appointment of a mediator, and such appointment shall be binding on the parties.
Each party shall be responsible for its own mediation expenses and shall share equally in the mediators
fees and expenses.
During the course of the audit, we may observe opportunities for economy in, or improved controls over,
your operations. We will bring such matters to the attention of the appropriate level of management, either
orally or in writing.
We agree to retain our audit documentation or work papers for a period of at least seven years from the date
of our report.
At the conclusion of our audit engagement, we will communicate to the City Council the following
significant findings from the audit:
Our view about the qualitative aspects of the entitys significant accounting practices;
Significant difficulties, if any, encountered during the audit;
Uncorrected misstatements, other than those we believe are trivial, if any;
Disagreements with management, if any;
Other findings or issues, if any, arising from the audit that are, in our professional judgment,
significant and relevant to those charged with governance regarding their oversight of the financial
reporting process;
Material, corrected misstatements that were brought to the attention of management as a result of
our audit procedures;
Representations we requested from management;
Managements consultations with other accountants, if any; and
Significant issues, if any, arising from the audit that were discussed, or the subject of
correspondence, with management.
In accordance with the requirements of Government Auditing Standards, we have attached a copy of our
latest external peer review report of our firm for your consideration and files.
Please sign and return the attached copy of this letter to indicate your acknowledgment of, and agreement
with, the arrangements for our audit of the financial statements compliance over major federal award
programs including our respective responsibilities.
We appreciate the opportunity to be your financial statement auditors and look forward to working with
you and your staff.
Respectfully,
JJACPA, Inc.
7080 Donlon Way, Suite #204
Dublin, CA 94566
***************************************************************
RESPONSE:
This letter correctly sets forth our understanding.
City of Lakeport
Acknowledged and agreed on behalf of City of Lakeport by:
Name: ______________________________________________________________
Title: _____________________________________________________________________
Date: _____________________________________________________________________
CITY OF LAKEPORT
City Council
STAFF REPORT
RE:
Professional Services Agreement with NHA Advisors,

Amendment 2
SUBMITTED BY:
MEETING DATE:
7/5/2016
PURPOSE OF REPORT:
Information only
Discussion
Action Item

Approve and authorize the City Manager to sign a second amendment to the professional services agreement
with NHA Advisors for independent, registered municipal financial advisory services.
The purpose of a registered municipal financial advisor is to provide advice on the issuance of municipal
securities or other similar debt issues. They receive fees for providing counsel concerning when and how to
issue such instruments.
The City contracted with NHA Advisors for this service in 2015. The current contract with NHA has been
amended once to include work pertaining to wastewater revenue analysis and continuing disclosure work. That
amendment did not increase the total spending authority for this service and was in the signature authority limit
of the City Manager. This second amendment speaks to NHAs work supporting the following three projects:
1. Solar project
2. Restructuring of the Series 2000 USDA water revenue bonds, and
3. Refunding (refinancing) several former RDA bonds.
The total contract not to exceed amount would be increased by $132,500.00 with the addition of these three
projects to the scope of work. It therefore requires council review and approval.
Further, this amendment is necessary to comply with NHAs registration requirements with the SEC as a
registered municipal financial advisor.
OPTIONS:
1. Approve and authorize the City Manager to sign the attached amendment to the professional services
agreement with NHA Advisors for registered municipal financial advisory services.
Page 1
FISCAL IMPACT:
None
$123,500.00
Budgeted Item?
Yes
No
Yes
No
Affected fund(s):
General Fund
Water OM Fund
Sewer OM Fund
including Fund 705: RDA Successor Agency Private Purpose Trust Fund
Other: All other funds,
Comments: Consultant is paid primarily from loan/note or bond proceeds upon successful closing of each
project. The only exception is work done on the solar project, in which case NHA could be compensated up to
$10,000.00 directly by the City for work performed and up to $1,000.00 for out-of-pocket expenses if the project
financing is not closed.
SUGGESTED MOTIONS:
Approve and authorize the City Manager to execute the second amendment to the Professional Services
Agreement with NHA Advisors for independent, registered municipal financial advisory services.
Attachments:
Attachment A: PSA with NHA Advisors

Attachment B: Amendment 1
Attachment C: Amendment 2
Page 2
AMENDMENT No. 2 TO PROFESSIONAL SERVICES AGREEMENT

City of Lakeport and NHA Advisors, LLC
This Amendment No. 2 (Amendment) to Professional Services Agreement (Agreement)
is made on this __ day of June, 2016 at Lakeport, California, by and between the City of
Lakeport, a municipal corporation, 225 Park Street, Lakeport, California 95453 (City) and
NHA Advisors, LLC, a California limited liability corporation (Consultant).
This Amendment modifies the original Agreement between the City and the Consultant
dated January 1, 2015 in the following fashion:
A.
City and Consultant desire to amend the Agreement by modifying Exhibit A Scope
of Services of the Agreement to include the following:
1.
2.
3.
City of Lakeport Solar Project financial consulting and financing

implementation;
City of Lakeport Water Revenue Refinancing Project (2000 USDA

Refinancing);
Lakeport Successor Agency Tax Allocation Bond Refinancing Project (2004

and 2008 Tax Allocation Bonds)
B.
Consultant requires that certain of its municipal advisor Duties and Disclosures
found within the Agreement be supplemented and restated herein.
Municipal Advisor Professional Services Agreement

Between City of Lakeport and NHA Advisors, LLC
June __, 2016

AMENDMENT No. 2 - Page 1 of 15

June __, 2016

A-1
SCOPE OF SERVICES AND COMPENSATION SCHEDULE
CITY OF LAKEPORT (CITY) SOLAR FINANCING PROJECT
Objective. City requires a financial analysis of proposed terms and conditions of financing
a solar energy project. City desires NHA Advisors LLC (Consultant) to work with its already
assembled solar development consultant team to provide, review and validate various
financing options. Once and option has been selected and approved by City Council,
Consultant will work with or lead the process to secure most optimal financing for the Citys
required contribution for installation of the project.
Independent Registered Municipal Advisor. If acting in the capacity of an Independent
Registered Municipal Advisor (IRMA) with regard to the IRMA exemption of the SEC Rule,
Consultant will review all third party recommendations submitted to Consultant in writing
by the City.
Scope of Services. Consultant will serve in the capacity of Municipal Advisor to the City with
respect to the financing of a potential solar power system. The overarching objective of the
City, for which Consultant is being retained, is to determine feasibility and, if found costeffective and advisable, to provide advice, options and analysis with respect to most
opportune method of financing such solar improvements. Consultant shall also be retained
to coordinate and effectuate the actual implementation of the selected financing plan if
Project is deemed advisable, in Citys sole discretion. Consultants work will include, but not
be limited to, the following tasks and/or elements:
Scope of Service Task 1 Pre-Issuance Financial Consulting Services
NHA Advisors (Consultant) will work with City staff and other parties to analyze, coordinate,
facilitate and manage a process that creates a thorough understanding by City Council and
staff of the existing conditions, provides options and considerations for potential methods to
meet Citys Objective.
Collect, review, analyze all required project related data to assist in formulation of
pro forma that allows for methodical and comprehensive cost-benefit analysis of
project.
Collect, review, analyze all options related
and available to financing of solar project of a similar nature as that being
considered by the City.
Provide options relating to various means of financing and various considerations
inherent in such financing methods. This may include reviewing 3rd party
solicitations relating to power purchase agreements, design/build or turn-key
programs.

June __, 2016

Scope of Service Task 2 Bond Issuance / Loan Placement

Tasks
Provide and manage Project Management related documentation including a) a

detailed master schedule of tasks encompassing bond structuring, documentation,
approval, pricing, closing and post-closing phases, b) Distribution Listing of Finance
Team Participants, c) Due Diligence Data Requirements [as required], and d) Plan of
Finance / Objective Statement [as required]
If required, work with the City staff to solicit and select financing partner/funding
source (e.g. bank, underwriter etc.)
If required, work with the City staff to solicit and select trustee service provider and
negotiate of preferred terms and pricing
As required, recommend options with respect to other consultants that may be
required as part of financing process
Analyze the rating criteria and its application to the financings underlying security
characteristics to gauge credit quality
Attend all organizational, document review, and special meetings/conference calls
related to the financing
Evaluate, advise, and consult with the City, underwriter and bond counsel regarding
financial and non-financial bond covenants of the financing
Work with City and bond counsel to develop the necessary financing documents
Prepare and lead efforts in furnishing materials and data to rating agencies, bond
insurers, and letter of credit providers
o If private placement to financial institution or other investor, work with
placement agent to prepare appropriate credit package for inclusion within
bidding documents
Work with disclosure counsel and other financing team participants to prepare the
preliminary official statement (POS or disclosure document), as well as review all
appropriate financing documents
o If private placement, work with placement agent to develop bid
documentation
Lead team discussions in conjunction with bond and disclosure counsel on form,
content, and sufficiency of information in the POS and continuing disclosure
agreement
Work with selected financing partner/source to determine optimal bond structure,
including serial / term bonds, premium / discount bonds, and redemption provisions
On behalf of City, collect all costs of transaction and, as appropriate and requested by
City, provide recommendations as to each respective financing participants scope of
service and fee requests
Pricing of Bond Issue
o Work with selected underwriter to recommend timing of bond pricing
o Monitor municipal markets, review proposed interest rates, and advise the
City during negotiations with underwriter
o Provide independent numerical analysis of proposed bond issue pricing
proposals

June __, 2016

o Provide detailed schedule of actions and timing during critical bond

marketing and sale (pricing) time-frame
o If private placement, assist placement agent with investor bidding process and
lead final negotiations as required
Recommendations to the City
o Prepare an oral and/or written recommendations to the City for bond issue
as requested
Closing the financing
o Work with bond counsel to prepare a closing memorandum to outline the role
of each party and to direct each partys actions at closing
o Prepare Flow of Funds at Closing Memorandum
Special Meetings of the City
o Attend all City governing board meetings and any special meetings with staff,
bond counsel, disclosure counsel, credit enhancement firms, and rating
agencies as the City deems necessary
Post Issuance Assistance
o Provide follow-up to financing team participants on any issues that need
attention
o Conduct post issuance reviews as requested by the City
o Provide written report to City summarizing salient financial and credit
features and financing results (e.g. Post-Closing Report)
This scope of services does not necessarily include all tasks that Consultant will undertake
during this project. As all similar projects are complex and unique, and each City has
different processes and needs, Consultant commits to doing what it takes to facilitate that
all parties collectively achieve a successful result for the City.
Term of Engagement. The commencement date for this scope of services is January 1, 2016
and the end date is June 30, 2017 or at time of scope completion. Any extensions must be
mutually agreed upon by all parties in writing.
Termination of Engagement Agreement. City may terminate at any time and without
cause upon written notification to Consultant. Consultant may terminate upon 45 days
written notice to City and shall include in such notice the reasons for termination.
In the event of termination, Consultant shall be entitled to compensation for services

performed to the effective date of termination; City, however, may condition payment of such
compensation upon Consultant delivering to City any or all documents, photographs,
computer software, video and audio tapes, and other materials provided to Consultant or
prepared by or for Consultant, the City in connection with this Agreement.

June __, 2016

Compensation Schedule. For work described within

Task 1 Scope of Services, Consultant will be compensated
based on the hourly rate schedule shown to the right, but
such compensation shall not exceed $10,000.00. For Task
2 Scope of Service, Consultant shall be paid a fixed fee,
payable upon successful funding, of $35,000.00. This
Task 2 fee is predicated upon the financing being a direct
or private placement loan with an accredited investor (i.e.
Bank).
Staff Allocation
Principal
Vice President
Associate
Analyst
Administrative
Hourly
Rate
$275
$225
$175
$125
$75
City may, at its option, pay both the not too exceed Task 1 and Task 2 combined not to exceed
fee of $45,000.00 upon a successful closing of the financing.
Out-of-Pocket - All expenses will be billed directly at cost to the City. Expenses will be limited
to typical expenses necessary for completion of the services required, for example typical
charges will include copying, mailing, shipping, and data purchase (if not provided by
others). California travel will not be expensed for this Scope of Services. The maximum
expense total will not exceed $1,000.00. No reimbursable expense shall be incurred without
prior written approval of City.
CITY OF LAKEPORT
CONSULTANT (NHA ADVISORS LLC)
By:
By:
Eric J. Scriven, Principal
ATTEST:
By:
APPROVED AS TO FORM:
By:

June __, 2016

A-2
CITY OF LAKEPORT (CITY) WATER BOND REFINANCING PROJECT
Objective City seeks to determine feasibility of a potential refinancing for its outstanding
2000 USDA Water Bonds (2000 USDA Water Bonds) and, if deemed advisable, execute
refinancing in most cost effective method possible.

by the City.
Scope of Services. Consultant will serve in the capacity of Municipal Advisor to the City with
respect to the potential refinancing of the 2000 USDA Water Bonds.
Provide and manage a detailed master schedule of tasks including bond structuring,
documentation, approval, debt pricing, closing, and post-closing phases. As the
project manager for the financing, we believe that it is imperative to coordinate all
parties continuously and with maximum communication so that the project can be
accomplished in the most efficient and effective manner possible.
Attend all organizational, document review, and special meetings related to the
financing
Evaluate, advise, and consult with the City and bond counsel regarding financial and
non-financial bond covenants of the financing
Work with City and bond counsel to develop the necessary financing documents.
Recommend options with respect to other consultants, as applicable, that may be
required as part of financing process
Assist in furnishing materials and data to placement agent and potential bidders
Review Bids and Recommend Financing Partner (i.e. Bank) to
Bond Closing
o Prepare (or assist preparation) a closing memorandum with bond counsel to
outline the role of each party and to direct each partys actions at closing
o Prepare a flow of funds memorandum that direct timing and precise money
flows at closing
Post Issuance Assistance
o Provide follow-up to financing team participants on any issues that need
attention
o Conduct post issuance reviews as requested by the City
o Provide written report to City summarizing salient financial and credit
features and financing results (e.g. Post-Closing Report)

June __, 2016

As noted previously, this scope of services is detailed, yet not necessarily inclusive of all
tasks that Consultant will undertake during this project. As all financing projects are unique
and each client has different processes and needs, Consultant commits to doing what it
takes to help all parties achieve the successful result for the property owners and City.
Compensation 2000 USDA Bond Refinancing & Restructuring

For scope of services described above, Consultant will be compensated at the time of closing.
Compensation will be contingent on completion of the financing and be paid from proceeds
of the transaction (no budget impact). For work related to the Citys public offering of bonds
Consultant will be entitled to a fee for Scope of Work services not to exceed $32,500.
Expenses (Out-of-Pocket) No financing related expenses will be invoiced to the City.
Term of Engagement. The commencement date for this scope of services is March 1, 2016

CITY OF LAKEPORT
By:
By:
ATTEST:
By:
By:

June __, 2016

A-3
CITY OF LAKEPORT (CITY) & LAKEPORT SUCCESSOR AGENCY (AGENCY) BOND
REFINANCING PROJECT
Objective City acts as the administrator to the Agency and seeks to determine feasibility
of potential refinancing for its outstanding tax allocation bonds (Series 2004 & Series 2008)
issued by the former redevelopment agency (the Prior Bonds).

by the City.
Scope of Services. Consultant will provide multiple services to Agency related to the
outstanding tax allocation bonds. Services will include the following components:
Baseline Redevelopment Financial Advisor Services (AB 1484) Receive State

Department of Finance Approval
Section 34177.5(h) of AB 1484 requires the successor agency shall make diligent
efforts to ensure that the lowest long-term cost financing is obtained. The financing
shall not provide for any bullets or spikes and shall not use variable rates. The
successor agency shall make use of an independent financial advisor in developing
financing proposals and shall make the work products of the financial advisor
available to the Department of Finance (DOF) at its request.
Consultant will serve as the municipal advisor (financial advisor) of record for the
City/Successor Agency to the DOF and provide the following services:
Quantify the direct cash flow benefit to the Successor Agency and other taxing
entities from any refinancing resulting in cash flow savings
Identify any potential covenant defaults under existing contractual obligations
of the Successor Agency that would be avoided by the refinancing
Evaluate the tax increment cash flow management plan for the City/Successor
Agency. Determine whether the cash flow management plan for the
Redevelopment Property Tax Trust Fund (RPTTF) will work with respect to
Recognized Obligation Payment Schedule (ROPS) procedures of the
City/Successor Agency and the timing of debt payments by the City/Successor
Agency to all of its obligors. If potential problems are foreseen, recommend
changes to the City/Successor Agencys RPTTF.
Determine whether the tax increment cash flow data provided by the
City/Successor Agency is sufficient to provide adequate continuing disclosure
information for investors in any refinancing. If the cash flow data is found to

June __, 2016

be insufficient, recommend a method to the City/Successor Agency to provide

this information over the long run.
Evaluate the marketing plan for the bond underwriter and recommend
whether or not a Notice of Final and Conclusive Determination from the DOF
is warranted. Make this recommendation based on an assessment of long-term
liability of the Successor Agency with respect to investors in the proposed
refinancing.
Consultant will provide a bond report to DOF as well as be available to meet, discuss,
and provide technical assistance with the approval process.
The bond report identifies the structure of the proposed financing, confirms that
legislative requirements of any refunding are met, and provides the required test
results (no variable rate bonds, no bullets, no spikes, and estimated savings
projections).
Quantitative Analysis and Financial Structuring
Consultant will prepare, review, analyze, and provide structuring advice for the
refunding bonds. Given the unique nature of post-redevelopment agency financing, it
is important to quantify the benefit to all taxing agencies in order to mitigate potential
hurdles at the Oversight Board or DOF level as a refunding moves forward. Being
proactive and providing the benefit analysis to all agencies that request information
will minimize delays or opposition.
In addition, Consultant will evaluate the method of sale (i.e. private placement or
public offering), bond structure, legal approaches, and financial advantages for each
alternative. This will include the bond terms and call provisions as well as potential
senior/subordinate benefits and parity provisions. Review of the bond structure will
also include the analysis on credit enhancement options including bond insurance
and reserve surety bond policies. Consultant has experience with active credit
enhancement/insurance companies and will meet with these firms and discuss
transaction as appropriate.
Bond Financing Process
Provide information and advice on the timing of bond issuance and financing
process (schedule) and develop timeline for issuance of the tax allocation bonds.
If public offering method of sale, prepare and coordinate a comprehensive credit
presentation to the rating services. This presentation will cover all relevant tax
increment information regarding the financing and will be designed to address
the Agency's ability to fund the annual debt service payments through its revenue
base. Prepare a similar credit package to bond insurance companies, if applicable.
This credit presentation/write-up will also be utilized with respect to a direct
placement to a bank.

June __, 2016

Coordinate the efforts of bond and disclosure counsel and any other legal counsel,
with respect to the preparation and approval of the financing documents by the
Agency and Oversight Boards.
Provide advice on financing structure for incorporation into bond documents.
If a public offering method of sale is utilized, and based on information provided
to Consultant by the Agency and other participants in the financing, work with the
Agencys disclosure counsel to assemble the official statement for the financing in
a manner consistent with existing laws and regulations and standards of the
securities industry. The official statement serves as a marketing instrument and
disclosure document for the Agency with respect to the financing.
Manage financing process
Assist the Agency in the negotiation of underwriting spread and interest rates on
behalf of the Agency, and monitor the underwriter's sales effort to ensure the
lowest financing costs are achieved
Manage bond pricing and final financing structure (debt service, bond terms)
Work with bond counsel to finalize documents for execution by Agency and
prepare a closing memorandum outlining a detailed flow of funds at the time of
closing.
Coordinate the delivery, printing and final approval of legal documents, and the
preparation of closing certificates and final official statement
Coordinate the work of the Agency and members of the financing team to ensure
that the issue is consummated within a reasonable period of time
Coordinate all post-closing activities by working with the financing team to
memorialize the bond transaction.
At the Agencys request, Consultant is prepared to make presentations or attend
meetings with stakeholders to answer questions or provide the final results of the
process to Agency Board.
If requested, assist in planning for investment of funds and coordinate the
activities
Compensation Schedule Tax Allocation Bond Refinancing

For work described in above scope of services, Consultant will be compensated at the time
of closing. Compensation will be contingent on completion of the financing and be paid from
proceeds of the transaction (no budget impact).
For work related to the Agencys placement of bonds with a private party (requiring no
offering), Consultant will be entitled to a fee for services of $45,000 (based on scope of work
detailed below).
Baseline Redevelopment Financial Advisor Services - $32,500

Quantitative Analysis and Financial Structuring - $7,500
Bond Financing Process (includes Credit, Market Preparation & Closing work) $5,000
For work related to the Agencys issuance of bonds through public offering, Consultant will
be entitled to a fee for services of $55,000 (based on scope of work detailed below).
June __, 2016

Baseline Redevelopment Financial Advisor Services - $32,500

Quantitative Analysis and Financial Structuring - $10,000
Bond Financing Process (includes Credit, Market Preparation, Bond Pricing Analysis
& Closing work) - $12,500
Expenses (Out-of-Pocket)
All financing related expenses (data needs, credit rating, fiscal consultant, etc.) will be billed
directly at cost to the Agency. To the extent that some third party vendor data is purchased
directly by Consultant, these expenses shall be billed at cost by Consultant to the Agency.
California travel costs of Consultant will not be expensed.
Term of Engagement. The commencement date for this scope of services is March 1, 2016

CITY OF LAKEPORT
By:
By:
ATTEST:
By:
By:
B.

June __, 2016

MUNICIPAL ADVISOR DUTIES AND DISCLOSURES

Consultant is registered as a Municipal Advisor with the SEC and Municipal Securities
Rulemaking Board (MSRB). As such, Consultant has a Fiduciary duty to City and must
provide both a Duty of Care and a Duty of Loyalty that entails the following.
Duty of Care
a) exercise due care in performing its municipal advisory activities;
b) possess the degree of knowledge and expertise needed to provide City with informed
advice;
c) make a reasonable inquiry as to the facts that are relevant to Citys determination as
to whether to proceed with a course of action or that form the basis for any advice
provided to City; and
d) undertake a reasonable investigation to determine that Consultant is not forming any
recommendation on materially inaccurate or incomplete information; Consultant
must have a reasonable basis for:
i. any advice provided to or on behalf of City;
ii. any representations made in a certificate that it signs that will be reasonably
foreseeably relied upon by City, any other party involved in the municipal
securities transaction or municipal financial product, or investors in City
securities; and
iii. any information provided to City or other parties involved in the municipal
securities transaction in connection with the preparation of an official
statement.
Duty of Loyalty. Consultant must deal honestly and with the utmost good faith with City
and act in Citys best interests without regard to the financial or other interests of Consultant.
Consultant will eliminate or provide full and fair disclosure (included herein) to Issuer about
each material conflict of interest (as applicable). Consultant will not engage in municipal
advisory activities with City as a municipal entity, if it cannot manage or mitigate its conflicts
in a manner that will permit it to act in Citys best interests.
Conflicts of Interest and Other Matters Requiring Disclosures
As of the date of the Agreement, there are no actual or potential conflicts of interest
that Consultant is aware of that might impair its ability to render unbiased and
competent advice or to fulfill its fiduciary duty. If Consultant becomes aware of any
potential conflict of interest that arise after this disclosure, Consultant will disclose
the detailed information in writing to City in a timely manner.
The fee paid to Consultant increases the cost of investment to City. The increased cost
occurs from compensating Consultant for municipal advisory services provided.
Consultant does not act as principal in any of the transaction(s) related to this
Agreement.
During the term of the municipal advisory relationship, this agreement will be
promptly amended or supplemented to reflect any material changes in or additions
June __, 2016

to the terms or information within this agreement and the revised writing will be
promptly delivered to City.
Consultant does not have any affiliate that provides any advice, service, or product to
or on behalf of the client that is directly or indirectly related to the municipal advisory
activities to be performed by Consultant;
Consultant has not made any payments directly or indirectly to obtain or retain the
Citys municipal advisory business;
Consultant has not received any payments from third parties to enlist Consultants
recommendation to City of its services, any municipal securities transaction or any
municipal finance product;
Consultant has not engaged in any fee-splitting arrangements involving Consultant
and any provider of investments or services to City;
Consultant does not have any conflicts of interest from compensation for municipal
advisory activities to be performed, that is contingent on the size or closing of any
transactions as to which Consultant is providing advice;
Consultant does not have any other engagements or relationships that might impair
Consultant ability either to render unbiased and competent advice to or on behalf of
City or to fulfill its fiduciary duty to the City, as applicable; and
Consultant does not have any legal or disciplinary event that is material to the Citys
evaluation of the municipal advisory or the integrity of its management or advisory
personnel.
Legal Events and Disciplinary History. Consultant does not have any legal events and
disciplinary history on its Form MA and Form MA-I, which includes information about any
criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil
judicial actions, customer complaints, arbitrations and civil litigation. City may electronically
access Consultants most recent Form MA and each most recent Form MA-I filed with the
Commission at the following website:
www.sec.gov/edgar/searchedgar/companysearch.html.
There have been no material changes to a legal or disciplinary event disclosure on any Form
MA or Form MA-I filed with the SEC.
Recommendations. If Consultant makes a recommendation of a municipal securities

transaction or municipal financial product or if the review of a recommendation of another
party is requested in writing by City and is within the scope of the engagement, Consultant
will determine, based on the information obtained through reasonable diligence of
Consultant whether a municipal securities transaction or municipal financial product is
suitable for City. In addition, Consultant will inform City of:
the evaluation of the material risks, potential benefits, structure, and other
characteristics of the recommendation;
the basis upon which Consultant reasonably believes that the recommended
municipal securities transaction or municipal financial product is, or is not, suitable
for City; and
June __, 2016

whether Consultant has investigated or considered other reasonably feasible

alternatives to the recommendation that might also or alternatively serve the Citys
objectives.
If City elects a course of action that is independent of or contrary to the advice provided by
Consultant, Consultant is not required on that basis to disengage from City.
Record Retention. Effective July 1, 2014, pursuant to the Securities and Exchange
Commission (SEC) record retention regulations, Consultant is required to maintain in
writing, all communication and created documents between Consultant and City for 5 years.
CITY OF LAKEPORT
By:
By:
ATTEST:
By:
By:

June __, 2016

CITY OF LAKEPORT
City Council
STAFF REPORT
RE: Professional Services Agreement with Garavaglia
Architecture, Inc. to prepare Carnegie Library ADA
Accessibility Upgrade Design Service
MEETING DATE: 7-5-2016
SUBMITTED BY: Kevin M. Ingram, Community Development Director

PURPOSE OF REPORT:
Information only
Discussion
Action Item

Approve a Professional Services Agreement between the City of Lakeport and Garavaglia Architecture, Inc.
(GA). To provide design and construction documents for ADA accessibility upgrades for the Carnegie
Library building at 200 Park Street.
BACKGROUND:
Funding for this project is combination of CDBG Block Grant (Federal funding through the State of
California Department of Housing and Community Development) and local funds. The current project
budget including design, construction and contingency is $140,000. On May 26, 2016 a Request for
Qualifications (RFQ) for the plan was circulated. An advertisement for RFQ proposals was posted in local
papers and more than 10 RFQs were sent out to architectural firms with experience in alterations to
historical structures.
On June 16, 2016, the City received two qualified proposals. A selection committee was developed for
reviewing the proposals that included City representatives from the Community Development and
Engineering Departments as well as local contractor. Based upon a thorough review of the proposals, the
selection committee is recommending that the City Council select GA for the development of design and
construction plans for ADA accessibility upgrades to the Carnegie Library building.
DISCUSSION:
Retaining the services of GA for this project requires the City to enter into a Professional Services
Agreement with the architectural firm. This attached agreement also includes an Exhibit A which
incorporates the qualifications proposal and scope of work provided by GA in response to the Citys RFQ
proposal. The submitted cost estimate by GA for the performance of design and construction document
preparation is $34, 900. This agreement has been reviewed by the City Attorney and will also be executed
by the City Manager, etc. upon approval by the City Council.
The Carnegie Library is a significant historical building in Lakeport. Built in 1918 with grant funds provided
by the Carnegie Corporation, it is one of 1,679 such libraries built between 18883 and 1929. Positioned near
the lake and directly accessible from downtown Lakeport, the building is an important cultural resource.
The building is listed on the National Register of Historic Places (2008) due to its association with the
Carnegie Library system. However, the building is not currently open to the public due to the lack of ADA
Meeting Date: July 5, 2016
Page 1
Agenda Item #VI.B.1.
accessible features. Proposed improvements will once again make this pivotal and historical building
available to the public once again.
GA has a demonstrated record of success involving other historical property accessibility upgrades and has
previous knowledge of the Carnegie Library building having completed the Re-Use Feasibility Study for the
building in 2014. Staff is very confident that GA will provide a high quality end product in a timely fashion.
OPTIONS:
1. Approve a Professional Services Agreement between the City of Lakeport and Garavaglia
Architecture, Inc. for the development of design and construction documents for ADA accessibility
upgrades for the Carnegie Library building.
2. Direct staff to re-advertise for Requests for Qualifications.
3. Take no action or take action to deny the Professional Services Agreement.
Alternatively, the City Council could provide other direction.
FISCAL IMPACT:
None
Budgeted Item?

Affected fund(s):
Yes
General Fund
No
Yes
No
Water OM Fund
Sewer OM Fund
Other: RDA
Comments: Funding for this project is combination of CDBG Block Grant (Federal funding through the
State of California Department of Housing and Community Development) and local funds. The current
project budget including design, construction and contingency is $140,000.
SUGGESTED MOTION:
Approve the Professional Services Agreement between the City of Lakeport and Garavaglia Architecture, Inc.
for the development of design and construction documents for ADA accessibility upgrades to the Carnegie
Library building, and authorize the City Manager to sign the agreement.
Attachments:
1.
2.
Meeting Date: July 5, 2016
Professional Services Agreement (City of Lakeport & Garavaglia

Architecture, Inc.) with Scope of Work and Fee Schedule
Project Boundary Map
Page 2
Agenda Item #VI.B.1.
Design Professional Services Agreement

(City of Lakeport / Garavaglia Architecture, Inc.)
PROFESSIONAL SERVICES AGREEMENT

Design Professionals Architects and Engineers
1.
IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT (Agreement) is entered into as of

the last date indicated below by and between the City of Lakeport, a California municipal
corporation (City), and Garavaglia Architecture, Inc., a California Corporation
(Consultant) (collectively, parties).
2.
RECITALS
2.1
City has determined that it requires the following professional services from a
consultant: design and construction document for accessibility upgrades to the
Lakeport Carnegie Library building, a registered historical building on the National
Register of Historic Places.
2.2
Consultant represents that it is fully qualified to perform such professional services

by virtue of its experience and the training, education and expertise of its principals
and employees. Consultant further represents that it is willing to accept
responsibility for performing such services in accordance with the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein
contained, City and Consultant agree as follows:
3.
DEFINITIONS
3.1
Scope of Services means such professional services as are set forth in

Consultants June 15, 2016 proposal toCity attached hereto as Exhibit A and fully
incorporated herein by this reference.
3.2
Approved Fee Schedule means such compensation rates as are set forth in
Consultants June 15, 2016 fee schedule to City attached hereto as Exhibit B and
fully incorporated herein by this reference. This fee schedule shall remain in effect
for the duration of this Agreement unless modified in writing by mutual agreement
of the parties.
3.3
Commencement Date means
3.4
Termination Date means
3.5
City Agreement Administrator means
Page 1 of 14
162517.1
[enter name of

Citys contact for purposes of Agreement].

3.6
4.
Consultant Project Administrator means Ambrose Wong, Project

Manager.
TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date
and shall terminate at 11:59 p.m. on the Termination Date unless extended in writing by mutual
agreement of the parties or terminated earlier in accordance with Section 18 (Termination)
below.
5.
CONSULTANTS SERVICES
5.1
Time is of the essence in Consultants performance of services under this

Agreement.
5.2
Consultant shall perform the services identified in the Scope of Services. City shall
have the right to request, in writing, changes in the Scope of Services. Any such
changes mutually agreed upon by the parties, and any corresponding increase or
decrease in compensation, shall be incorporated by written amendment to this
Agreement. In no event shall the total compensation and costs payable to
Consultant under this Agreement exceed the sum of thirty four thousand, nine
hundred dollars ($34900.00 ) unless specifically approved in advance and in
writing by City. Consultant shall notify the City Agreement Administrator, in
writing, when fees and expenses incurred under this Agreement have reached eighty
percent (80%) of the maximum amount payable above. Consultant shall
concurrently inform the City Agreement Administrator, in writing, of Consultants
estimate of total expenditures required to complete its current assignments before
proceeding, when the remaining work on such assignments would exceed the
maximum amount payable above.
5.3
Consultant shall obtain and maintain in force a City business license for the duration
of this Agreement.
5.4
Consultant shall perform all work to the highest standards of Consultants

profession and in a manner reasonably satisfactory to City. Consultant shall comply
with all applicable federal, state and local laws and regulations, including the
conflict of interest provisions of Government Code Section 1090 and the Political
Reform Act (Government Code Section 81000 et seq.).
5.5
Consultant represents that it has advised City in writing prior to the date of signing
this Agreement of any known relationships with third parties, City Council
members, or employees of City which would (1) present a conflict of interest with
the rendering of services under this Agreement under Government Code Section
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1090, the Political Reform Act (Government Code Section 81000 et seq.), or other
applicable law, (2) prevent Consultant from performing the terms of this
Agreement, or (3) present a significant opportunity for the disclosure of
confidential information.
5.6
During the term of this Agreement, Consultant shall not perform any work for
another person or entity for whom Consultant was not working at the
Commencement Date if both (i) such work would require Consultant to abstain
from a decision under this Agreement pursuant to a conflict of interest statute and
(ii) City has not consented in writing to Consultants performance of such work.
5.7
Consultant represents that it has, or will secure at its own expense, all personnel
required to perform the services identified in the Scope of Services. All such
services shall be performed by Consultant or under its supervision, and all
personnel engaged in the work shall be qualified to perform such services.
Ambrose Wong, Project Manager
shall
be
the
Consultant
Project
Administrator and shall have direct responsibility for management of Consultants
performance under this Agreement. No other person shall serve as Consultant
Project Administrator without Citys prior written consent.
5.8
This Agreement covers professional services of a specific and unique nature.

Except as otherwise provided herein, Consultant shall not assign or transfer its
interest in this Agreement or subcontract any services to be performed without
amending this Agreement.
5.9
Consultant shall be responsible to City for all services to be performed under this
Agreement. All subconsultants shall be approved by the City Agreement
Administrator and their billing rates identified in the Approved Fee Schedule,
Exhibit B. City shall pay Consultant for work performed by its subconsultants
(including labor) only at Consultants actual cost plus an approved mark-up as set
forth in the Approved Fee Schedule, Exhibit B. Consultant shall be liable and
accountable for any and all payments, compensation, and federal and state taxes to
all subconsultants performing services under this Agreement. City shall not be
liable for any payment, compensation, or federal and state taxes for any
subconsultants.
5.10
Consultant shall notify the City Agreement Administrator, in writing, of any change
in name, ownership or control of Consultants firm or of any subconsultant. Change
of ownership or control of Consultants firm may require an amendment to the
Agreement.
5.11
This Agreement is subject to prevailing wage law, for all work performed under the
Agreement for which the payment of prevailing wages is required under the
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California Labor Code. In particular, Consultant acknowledges that prevailing wage

determinations are available for the performance of inspection and survey work.
6.
7.
COMPENSATION
6.1
City agrees to compensate Consultant for the services provided under this
Agreement, and Consultant agrees to accept payment in accordance with the
Approved Fee Schedule in full satisfaction for such services.
6.2
Consultant shall submit to City an invoice, on a monthly basis or less frequently,

for services performed pursuant to this Agreement. Each invoice shall identify the
maximum amount payable above, the services rendered during the billing period,
the amount due for the invoice, and the total amount previously invoiced. All labor
charges shall be itemized by employee name and classification/position with the
firm, the corresponding hourly rate, the hours worked, a description of each labor
charge, and the total amount due for labor charges. City shall not withhold
applicable taxes or other payroll deductions from payments made to Consultant
except as otherwise required by law. Consultant shall include a copy of each
subconsultant invoice for which reimbursement is sought in the invoice.
6.3
The parties agree to meet and confer at mutually agreeable times to resolve any
disputed amounts contained in an invoice submitted by Consultant.
6.4
Payments for any services requested by City and not included in the Scope of
Services may be made to Consultant by City on a time-and-materials basis pursuant
to the Approved Fee Schedule and without amendment of this Agreement, so long
as such payment does not cause the maximum amount payable above to be
exceeded.
OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material (written products herein) developed by
Consultant in the performance of this Agreement shall be and remain the property of City without
restriction or limitation upon use or dissemination by City. Consultant may take and retain copies
of such written products as desired, but shall not seek to copyright such written products.
8.
RELATIONSHIP OF PARTIES
Consultant is, and shall at all times remain as to City, a wholly independent contractor.
Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or
otherwise to act on behalf of City as an agent. Neither City nor any of its agents shall have control
over the conduct of Consultant or any of Consultants employees, except as set forth in this
Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in
Page 4 of 14
162517.1

any manner employees of City.

Under no circumstances shall Consultant look to the City as its employer. Consultant shall
not be entitled to any benefits. City makes no representation as to the effect of this independent
contractor relationship on Consultants previously earned California Public Employees Retirement
System (CalPERS) retirement benefits, if any, and Consultant specifically assumes the
responsibility for making such a determination. Consultant shall be responsible for all reports and
obligations including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, workers compensation, and other applicable
federal and state taxes.
9.
AGREEMENT ADMINISTRATOR
In performing services under this Agreement, Consultant shall coordinate all contact with
City through its City Agreement Administrator. City reserves the right to change this designation
upon written notice to Consultant. All services under this Agreement shall be performed at the
request of the City Agreement Administrator, who will establish the timetable for completion of
services and any interim milestones.
10.
INDEMNIFICATION
10.1
To the fullest extent permitted by law, Consultant shall indemnify, hold harmless,
and defend City, its officers, agents, employees and volunteers from and against
any and all claims and losses, costs or expenses for any damage due to death or
injury to any person, whether physical, emotional, consequential or otherwise, and
injury to any property, arising out of or in connection with Consultants alleged
negligence, recklessness or willful misconduct, errors or omissions of Consultant
or any of its officers, employees, servants, agents, or subcontractors, or anyone
directly or indirectly employed by either Consultant or its subcontractors, in the
performance of this Agreement or its failure to comply with any of its obligations
contained in this Agreement, to the extent directly related to Consultants
negligence or willful misconduct except such loss or damage which is caused by
the sole active negligence or willful misconduct of the City. Such costs and
expenses shall include reasonable attorneys fees due to counsel of Citys choice,
expert fees and all other costs and fees of litigation. The duty to defend includes
reimbursement of reasonable defense fees incurred by the City. Consultant shall
not be entitled to a refund of any such costs in the event it is adjudicated to have
been non-negligent.
As respects all acts or omissions which do not arise directly out of the performance
of professional services, including but not limited to those acts or omissions
normally covered by general and automobile liability insurance, Consultant agrees
to indemnity, defend and hold harmless the City, its officers, officials, employees
and volunteers for and against any and all claims, demands, losses, and liabilities
Page 5 of 14
162517.1

of any kind or nature arising out of or in connection with the Consultants

performance or failure to perform under the terms of this contract, excepting those
which arise out of the active and sole negligence or willful misconduct of the City.
Where the law establishes a professional standard of care for Consultants Services,
to the fullest extent permitted by law, Consultant shall indemnify, protect, defend
and hold harmless City and any and all of its officials, employees and agents
(Indemnified Parties) from and against any and all losses, liabilities, damages,
costs and expenses, including attorneys fees and costs to the extent same are
caused in whole or in part by any negligent or wrongful act, error or omission of
Consultant, its officers, agents, employees or sub-consultants (or any entity or
individual that Consultant shall bear the legal liability thereof) in the performance
of professional services under this Agreement.
Other than in the performance of professional services and to the full extent
permitted by law, Consultant shall indemnify, protect, defend and hold harmless
City, and any and all of its employees, officials and agents from and against any
liability (including liability for claims, suits, actions, arbitration proceedings,
administrative proceedings, regulatory proceedings, losses, expenses or costs of
any kind, whether actual, alleged or threatened, including attorneys fees and costs,
court costs, interest, defense costs, and expert witness fees), where the same arise
out of, are a consequence of, or are in any way attributable to, in whole or in part,
the performance of this Agreement by Consultant or by any individual or entity for
which Consultant is legally liable, including but not limited to officers, agents,
employees or sub-contractors of Consultant.
Notwithstanding any provision of this section to the contrary, design professionals
are required to defend and indemnify the City only to the extent permitted by Civil
Code Section 2782.8, which limits the liability of a design professional to claims,
suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the design professional. The
term design professional, as defined in Section 2782.8, is limited to licensed
architects, licensed landscape architects, registered professional engineers,
professional land surveyors, and the business entities that offer such services in
accordance with the applicable provisions of the California Business and
Professions Code.
The provisions of this section do not apply to claims occurring as a result of Citys
sole or active negligence. The provisions of this section shall not release City from
liability arising from gross negligence or willful acts or omissions of City or any
and all of its officials, employees and agents.
Page 6 of 14
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10.2
City shall have the right to offset against any compensation due Consultant under
this Agreement any amount due City from Consultant as a result of Consultants
failure to pay City promptly any indemnification arising under this Section 10 of
this Agreement and any amount due City from Consultant arising from
Consultants failure either to (i) pay taxes on amounts received pursuant to this
Agreement or (ii) comply with applicable workers compensation laws.
10.3
The obligations of Consultant under this Section 10 of this Agreement are not
limited by the provisions of any workers compensation or similar statute.
Consultant expressly waives its statutory immunity under such statutes as to City,
its officers, agents, employees and volunteers.
10.4
Consultant agrees to obtain executed indemnity agreements with provisions

identical to those set forth here in Section 10 of this Agreement from each and every
subcontractor or any other person or entity involved by, for, with or on behalf of
Consultant in the performance of this Agreement. If Consultant fails to obtain such
indemnity obligations from others, Consultant agrees to indemnify, hold harmless
and defend City, its officers, agents, employees and volunteers from and against
any and all claims, losses, costs and expenses for any damage due to death or injury
to any person and injury to any property resulting from any alleged intentional,
reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultants
subcontractors or any other person or entity involved by, for, with or on behalf of
Consultant in the performance of this Agreement. Such costs and expenses shall
include reasonable attorneys fees incurred by counsel of Citys choice.
10.5
City does not, and shall not, waive any rights that it may possess against Consultant
because of the acceptance by City, or the deposit with City, of any insurance policy
or certificate required pursuant to this Agreement. This hold harmless and
indemnification provision shall apply whether or not any insurance policies apply
to a claim, demand, damage, liability, loss, cost or expense.
10.6
In the event that Consultant or any employee, agent, or subcontractor of Consultant

providing services under this Agreement claims or is determined by a court of
competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an
employee of the City, Consultant shall indemnify, defend, and hold harmless City
for the payment of any employee and/or employer contributions for CalPERS
benefits on behalf of Consultant or its employees, agents, or subcontractors, as well
as for the payment of any penalties and interest on such contributions, which would
otherwise be the responsibility of City.
10.7
Notwithstanding any federal, state, or local policy, rule, regulation, law or

ordinance to the contrary, Consultant and any of its employees, agents, and
subcontractors providing service under this Agreement shall not qualify for or
become entitled to, and hereby agree to waive any claims to, any compensation,
Page 7 of 14
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benefit, or any incident of employment by City, including but not limited to

eligibility to enroll in CalPERS as an employee of City and entitlement to any
contribution to be paid by City for employer contribution and/or employee
contributions for CalPERS benefits.
11.
INSURANCE
11.1
During the term of this Agreement, Consultant shall carry, maintain, and keep in
full force and effect insurance against claims for death or injuries to persons or
damages to property that may arise from or in connection with Consultants
performance of this Agreement.
11.2
Any available insurance proceeds broader than or in excess of the specified

minimum Insurance coverage requirements or limits shall be available to City as
an Additional Insured as provided below. Furthermore, the requirements for
coverage and limits shall be the greater of (1) the minimum coverage and limits
specified in this Agreement, or (2) the broader coverage and maximum limits of
coverage of any Insurance policy or proceeds available to the named Insured.
11.3
Insurance required under this Agreement shall be of the types set forth below, with
minimum coverage as described:
11.3.1 Comprehensive General Liability Insurance with coverage limits of not less
than One Million Dollars ($1,000,000) including products and operations
hazard, contractual insurance, broad form property damage, independent
consultants, personal injury, underground hazard, and explosion and
collapse hazard where applicable.
11.3.2 Automobile Liability Insurance for vehicles used in connection with the
performance of this Agreement with minimum limits of One Million
Dollars ($1,000,000) per claimant and One Million dollars ($1,000,000) per
incident.
11.3.3 Workers Compensation insurance if and as required by the laws of the State
of California.
11.3.4 Professional Errors and Omissions Insurance with coverage limits of not
less than One Million Dollars ($1,000,000).
11.4
Consultant shall require each of its subconsultants to maintain insurance coverage

that meets all of the requirements of this Agreement provided however, that the
City Agreement Administrator may waive the provision of Errors and Omissions
Insurance by subconsultants in his or her sole discretion.
Page 8 of 14
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11.5
The policy or policies required by this Agreement shall be issued by an insurer

admitted in the State of California and with a rating of at least A:VII in the latest
edition of Bests Insurance Guide.
11.6
Consultant agrees that if it does not keep the insurance coverages required by this
Agreement in full force and effect, City may either (i) immediately terminate this
Agreement; or (ii) take out the necessary insurance and pay the premium(s) thereon
at Consultants expense.
11.7
At all times during the term of this Agreement, Consultant shall maintain on file
with Citys Risk Manager a certificate or certificates of insurance showing that the
required coverages are in effect and naming City and its officers, employees, agents
and volunteers as Additional Insureds to the extent applicable.
11.8
Consultant shall provide proof that policies of insurance required by this Agreement
expiring during the term of this Agreement have been renewed or replaced with
other policies providing at least the same coverage. Such proof will be furnished at
least two weeks prior to the expiration of the coverages.
11.9
The general liability and automobile policies of insurance required by this

Agreement shall contain an endorsement naming City and its officers, employees,
agents and volunteers as Additional Insureds. All of the policies required under this
Agreement shall contain an endorsement providing that the policies cannot be
canceled or reduced except on thirty days prior written notice to City. Consultant
agrees to require its insurer to modify the certificates of insurance to delete any
exculpatory wording stating that failure of the insurer to mail written notice of
cancellation imposes no obligation, and to delete the word endeavor with regard
to any notice provisions.
11.10 The insurance provided by Consultant shall be primary to any other coverage
available to City. Any insurance or self-insurance maintained by City and/or its
officers, employees, agents or volunteers shall be in excess of Consultants
insurance and shall not contribute with it.
11.11 All insurance coverage provided pursuant to this Agreement shall not prohibit
Consultant, and Consultants employees, agents or subcontractors, from waiving
the right of subrogation prior to a loss. Consultant hereby waives all rights of
subrogation against the City.
11.12 Any deductibles or self-insured retentions must be declared to and approved by the
City. At the option of City, Consultant shall either reduce or eliminate the
deductibles or self-insured retentions with respect to City, or Consultant shall
procure a bond in the amount of the deductible or self-insured retention to guarantee
payment of losses and expenses.
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11.13 Procurement of insurance by Consultant shall not be construed as a limitation of

Consultants liability or as full performance of Consultants duties to indemnify,
hold harmless and defend under Section 10 of this Agreement.
11.14 Consultant may be self-insured under the terms of this Agreement only with express
written approval from the City.
11.14.1 All self-insured retentions (SIR) must be disclosed to the City for approval
and shall not reduce the limits of liability.
11.14.2 Policies containing any SIR provision shall provide or be endorsed to
provide that the SIR may be satisfied by either the named Insured or the
City.
11.15 City reserves the right to obtain a full certified copy of any Insurance policy and
endorsements. Failure to exercise this right shall not constitute a waiver of the right
to exercise later.
12.
13.
MUTUAL COOPERATION
12.1
City shall provide Consultant with all pertinent data, documents and other requested
information as is reasonably available for the proper performance of Consultants
services under this Agreement.
12.2
If any claim, action, or proceeding is brought against City relating to Consultants

performance in connection with this Agreement, Consultant shall render any
reasonable assistance that City may require in the defense of that claim, action, or
proceeding.
CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Consultant or

provided for performance of this Agreement are deemed confidential and shall not be disclosed
by Consultant without prior written consent by City. City shall grant such consent if disclosure
is legally required. Upon request, all City data shall be returned to City upon the termination
or expiration of this Agreement.
14.
RECORDS AND INSPECTIONS
Consultant shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, and other records or documents evidencing or relating to charges for services or
expenditures and disbursements charged to City under this Agreement for a minimum of three (3)
years, or for any longer period required by law, from the date of final payment to Consultant under
this Agreement. All such documents shall be made available for inspection, audit, and/or copying
Page 10 of 14
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at any time during regular business hours, upon oral or written request of City. City shall further
have the right to make transcripts therefrom and to inspect all program data, documents,
proceedings, and activities.
In addition, pursuant to Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds ten thousand dollars, all such documents and this
Agreement shall be subject to the examination and audit of the State Auditor, at the request of City
or as part of any audit of City, for a period of three (3) years after final payment under the
Agreement.
15.
PERMITS AND APPROVALS
Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals
necessary for Consultants performance of this Agreement. This includes, but shall not be limited
to, professional licenses, encroachment permits and building and safety permits and inspections.
16.
NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received
on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during
Consultants and Citys regular business hours; or (ii) on the third business day following deposit
in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to
such other addresses as the parties may, from time to time, designate in writing).
If to City:
If to Consultant:
City of Lakeport
225 Park St.
Lakeport CA 95453
Telephone: (707) 263-5615 x 20
Facsimile: (707) 263-8584
Garavaglia Architecture, Inc.

582 Market St., suite 1800
San Francisco, CA 94104
Telephone: (415) 391-9633
Facsimile: (415) 391-9647
With courtesy copy to:

David J. Ruderman, Esq.
City Attorney
420 Sierra College Drive, Suite 140
Grass Valley, CA 95945
Telephone: (530) 432-7357
Facsimile: (530) 432-7356
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17.
SURVIVING COVENANTS
The parties agree that the covenants contained in Section 10, Section 13, Paragraph 12.2
and Section 14 of this Agreement shall survive the expiration or termination of this Agreement.
18.
TERMINATION
18.1. City may terminate this Agreement for any reason on five calendar days written
notice to Consultant. Consultant may terminate this Agreement for any reason on
thirty calendar days written notice to City. Consultant agrees to cease all work
under this Agreement on or before the effective date of any notice of termination.
All City data, documents, objects, materials or other tangible things shall be
promptly returned to City upon the termination or expiration of this Agreement.
18.2 If City terminates this Agreement due to no fault or failure of performance by
Consultant, then Consultant shall be paid based on the work satisfactorily
performed at the time of termination. In no event shall Consultant be entitled to
receive more than the amount that would be paid to Consultant for the full
performance of the services required by this Agreement as provided in Section 5.2
above and as otherwise provided in this Agreement.
19.
GENERAL PROVISIONS
19.1
Consultant shall not delegate, transfer, subcontract or assign its duties or rights
hereunder, either in whole or in part, without Citys prior written consent, and any
attempt to do so shall be void and of no effect. City shall not be obligated or liable
under this Agreement to any party other than Consultant.
19.2
In the performance of this Agreement, Consultant shall not discriminate against any
employee, subcontractor, or applicant for employment because of race, color, creed,
religion, sex, marital status, sexual orientation, national origin, ancestry, age,
physical or mental disability, medical condition or any other unlawful basis.
19.3
The captions appearing at the commencement of the sections hereof, and in any
paragraph thereof, are for convenience in reference to this Agreement. Should there
be any conflict between such heading, and the section or paragraph thereof at the
head of which it appears, the section or paragraph shall govern construction of this
Agreement. Masculine or feminine pronouns shall be substituted for the neuter
form and vice versa, and the plural shall be substituted for the singular and vice
versa, in any place or places herein in which the context requires such
substitution(s).
19.4
The waiver by City or Consultant of any breach of any term, covenant or condition
herein contained shall not be deemed to be a waiver of any other term, covenant or
Page 12 of 14
162517.1

condition or of any subsequent breach of the same or any other term, covenant or
condition herein contained. No term, covenant or condition of this Agreement shall
be deemed to have been waived by City or Consultant unless in writing signed by
one authorized to bind the party to be charged with the waiver.
19.5
Consultant shall not be liable for any failure to perform if Consultant presents
acceptable evidence, in Citys sole judgment, that such failure was due to causes
beyond the control and without the fault or negligence of Consultant.
19.6
Each right, power and remedy provided for herein or now or hereafter existing at
law, in equity, by statute, or otherwise shall be cumulative and shall be in addition
to every other right, power, or remedy provided for herein or now or hereafter
existing at law, in equity, by statute, or otherwise. The exercise, the commencement
of the exercise, or the forbearance from the exercise by any party of any one or
more of such rights, powers or remedies shall not preclude the simultaneous or later
exercise by such party of any or all of such other rights, powers or remedies. If legal
action shall be necessary to enforce any term, covenant or condition contained in
this Agreement, the party prevailing in such action, whether or not reduced to
judgment, shall be entitled to its reasonable court costs, including any accountants
and attorneys fees expended in the action. The venue for any litigation shall be
Lake County, California and Consultant hereby consents to jurisdiction in Lake
County for purposes of resolving any dispute or enforcing any obligation arising
under this Agreement.
19.7
If any term or provision of this Agreement or the application thereof to any person
or circumstance shall, to any extent, be invalid or unenforceable, then such term or
provision shall be amended to, and solely to the extent necessary to, cure such
invalidity or unenforceability, and in its amended form shall be enforceable. In such
event, the remainder of this Agreement, or the application of such term or provision
to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of this
Agreement shall be valid and be enforced to the fullest extent permitted by law.
19.8
This Agreement shall be governed and construed in accordance with the laws of the
State of California.
19.9
All documents referenced as exhibits in this Agreement are hereby incorporated

into this Agreement. In the event of any material discrepancy between the
provisions of this Agreement and those of any document incorporated herein by
reference, the provisions of this Agreement shall prevail. This instrument contains
the entire Agreement between City and Consultant with respect to the transactions
contemplated herein. No other prior oral or written agreements are binding upon
the parties. Amendments hereto or deviations herefrom shall be effective and
binding only if made in writing and executed on behalf of the City and Consultant.
Page 13 of 14
162517.1

19.10 Consultant shall not discriminate against any employee or applicant for
employment because of race, sex (including pregnancy, childbirth, or related
medical condition), creed, national origin, color, disability as defined by law,
disabled veteran status, Vietnam veteran status, religion, age (40 and above),
medical condition (cancer-related), marital status, ancestry, or sexual orientation.
Consultant shall take affirmative action to ensure that applicants are employed, and
that employees are treated during employment without regard to race, sex
(including pregnancy, childbirth, or related medical condition), creed, national
origin, color, disability as defined by law, disabled veteran status, Vietnam veteran
status, religion, age (40 and above), medical condition (cancer-related), marital
status, ancestry, or sexual orientation. Such action shall include, but not be limited
to, the following: employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; or in terms, conditions or privileges of employment, and selection
for training, Consultant agrees to post in conspicuous places, available to
employees and applicants for employment, the provisions of this nondiscrimination
clause.
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized
representatives to execute this Agreement as of the last date indicated below:
City
City of Lakeport
Consultant
Garavaglia Architecture, Inc.
By
By:_
[insert name], insert title]
Date:
Date:
Attest:
By
Date:
Page 14 of 14
162517.1

Approved as to form:
By:
Date:
Page 14 of 14
162517.1
City of Lakeport, CA
7TH
HIGH
6TH
FORBES
5TH
4TH
Project Location
200 Park Street
APN 025-413-01
3RD
PARK
2ND
MAIN
Clear Lake
HIGH
1ST
ARMSTRONG
MARTIN
1 inch = 300 feet
Lakeport Carnegie Library Building--Vicinity Map

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Lakeport City Council Agenda Packet

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AGENDA

REGULAR MEETING OF THE LAKEPORT CITY COUNCIL

Tuesday, July 5, 2016

CALL TO ORDER & ROLL CALL:

CONFERENCE WITH LABOR NEGOTIATOR (Gov. Code 54957.6): Name

Move to accept agenda as posted, or move to add or delete items.

Waive reading except by title, of any ordinances under consideration at this

Right of Entry Agreement:

Adopt a proposed resolution approving the Memorandum of Understanding

Introduction of New Employees:

City Council Agenda of July 5, 2016

Sitting as the Board of Directors of the Successor Agency to the Lakeport

Community Development Director

CITY COUNCIL COMMUNICATIONS:

Bid Award: Carnegie Library

Miscellaneous Reports, if any:

REGULAR MEETING OF THE LAKEPORT CITY COUNCIL

Tuesday, June 21, 2016

REPORT OUT OF CLOSED SESSION:

CALL TO ORDER & ROLL CALL:

The pledge of allegiance was led by Wilda Shock.

Mayor Spillman advised an employee introduction will be added under the

There were no urgency items.

Waive reading except by title, of any ordinances under consideration at this

Approve the warrant register of June 8, 2016.

Application 2016-002 (Amended):

Approve Application No. 2016-017 with staff recommendations for the

Ordinance Adoption: Solicitation

Summer Concert Series:

Vote on Consent Agenda:

A motion was made by Council Member Mattina, seconded by Council Member

City Council Minutes of June 21, 2016

Presentation: Annual Report

Finance Director Buffalo presented the 2015 Annual Report.

Finance Director Buffalo introduced summer intern Anthony Pearce.

Delinquent Utilities Ordinance: Water

The staff report was presented by Finance Director Buffalo.

Delinquent Utilities Ordinance: Sewer

The staff report was presented by Finance Director Buffalo.

Utility Rate Adjustment:

The staff report was presented by Finance Director Buffalo.

City Council Minutes of June 21, 2016

Administrative Services Director:

The staff report was presented by Administrative Services Director Buendia.

2016 Fireworks Operational

FY 2016/17 Budget Adoption

CITY COUNCIL COMMUNICATIONS:

Miscellaneous Reports, if any:

City Manager Silveira had nothing to report.

City Council Minutes of June 21, 2016

Mayor Spillman adjourned the meeting at 8:34 pm.

June 22, 2016

Payment Amount Number

Packet: APPKT00213-06-22-16 WARRANTS

Bank Code AP BANK Summary

Packet: APPKT00213-06-22-16 WARRANTS

Payment Amount Number

Bank Code AP BANK Summary

Packet: APPKT00216-06-23-13 WARRANTS

As always, thank you for your input!

This email checked with McAfee SaaS.

RESOLUTION NO. (2016)

JULY 1, 2016 THROUGH JUNE 30, 2018