SUPPLEMENTAL INDENTURE SERIES NO. 160608-LA-RA BY AND ...cdiacdocs.sto.ca.gov/2016-1927.pdf ·...

Supplemental Indenture

160608-LA-RA

SUPPLEMENTAL INDENTURE SERIES NO. 160608-LA-RA

BY AND BETWEEN THE

COUNTY OF LOS ANGELES

AND

DEUTSCHE BANK NATIONAL TRUST COMPANY,

as Trustee

DATED AS OF THE CLOSING DATE

RELATING TO

LOS ANGELES COUNTY ENERGY PROGRAM

LA HERO PROGRAM

CONTRACTUAL ASSESSMENT LIMITED OBLIGATION IMPROVEMENT BONDS

FOURTH RESIDENTIAL PROPERTY TRANCHE

Series No. 160608-LA-RA

2016-1924, 2016-1925, 2016-1926, 2016-1927

TABLE OF CONTENTS

Page

Supplemental Indenture i

160608-LA-RA

ARTICLE 1

DEFINITIONS; AUTHORIZATION AND PURPOSE OF SERIES NO. 160608-LA-

RA BONDS; EQUAL SECURITY; .................................................................. 1

Section 1.01 Definitions........................................................................................................ 1

Section 1.02 Interpretation .................................................................................................... 2

Section 1.03 Authorization ................................................................................................... 2

Section 1.04 Security ............................................................................................................ 2

ARTICLE 2

TERMS OF SERIES NO. 160608-LA-RA BONDS ..................................................................... 2

Section 2.01 Terms of Series No. 160608-LA-RA Bonds .................................................... 2

Section 2.02 Redemption of Series No. 160608-LA-RA Bonds .......................................... 3

Section 2.03 Forms of Series No. 160608-LA-RA Bonds.................................................... 3

Section 2.04 Validity of Series No. 160608-LA-RA Bonds ................................................. 3

ARTICLE 3

ISSUANCE OF SERIES NO. 160608-LA-RA BONDS; USE OF PROCEEDS ......................... 3

Section 3.01 Issuance of Series No. 160608-LA-RA Bonds ................................................ 3

Section 3.02 Application of Proceeds of Sale of the Series No. 160608-LA-RA

Bonds ............................................................................................................... 4

ARTICLE 4

ADDITIONAL PROVISIONS ...................................................................................................... 4

Section 4.01 Applicable Law ................................................................................................ 4

Section 4.02 Conflict with Contractual Assessment Law or the Bond Act .......................... 4

Section 4.03 Conclusive Evidence of Regularity ................................................................. 4

Section 4.04 Confirmation of Master Indenture; Conflict With Master Indenture ............... 4

Section 4.05 Counterparts ..................................................................................................... 4

EXHIBIT A APPLICATION OF PROCEEDS AND TERMS OF ISSUANCE OF

THE SERIES NO. 160608-LA-RA BONDS ................................................ A-1

EXHIBIT B FORM OF SERIES NO. 160608-LA-RA BONDS ...................................... B-1

EXHIBIT C ASSESSMENTS SECURING THE SERIES NO. 160608-LA-RA

BONDS ......................................................................................................... C-1

EXHIBIT D FORM OF PROGRAM FUND REQUISITION........................................... D-1

EXHIBIT E FORM OF COST OF ISSUANCE FUND ..................................................... E-1

EXHIBIT F FORM OF ADMINISTRATIVE EXPENSE FUND REQUISITION........... F-1

Supplemental Indenture 1

160608-LA-RA

Supplemental Indenture Series No. 160608-LA-RA

This Supplemental Indenture Series No. 160608-LA-RA, dated as of

Closing Date (the “Supplemental Indenture”), between the COUNTY OF LOS ANGELES,

a political subdivision of the State of California (the “County”), and DEUTSCHE BANK

NATIONAL TRUST COMPANY, a national baking association duly organized and

existing under the laws of the United States of America (the “Trustee”), acting solely as

trustee and not in its individual capacity;

B A C K G R O U N D:

WHEREAS, the County and the Trustee have executed and delivered a

Master Indenture, dated as of May 1, 2016 (the “Master Indenture”), to provide for the terms

and conditions of the issuance by the County of one or more Series of Bonds (as defined in

the Master Indenture) from time to time;

WHEREAS, in order to provide for the authentication and delivery of the

Series No. 160608-LA-RA Bonds (defined below), to establish and declare the terms and

conditions upon which the Series No. 160608-LA-RA Bonds are to be issued, to secure the

Series No. 160608-LA-RA Bonds by a first priority perfected lien and charge upon the

Assessments, the Collateral and the other respective funds and accounts established under

the Master Indenture, the Board of Supervisors of the County has authorized the execution

and delivery of this Supplemental Indenture; and

WHEREAS, all acts and proceedings required by law and the Master

Indenture necessary to make the Series No. 160608-LA-RA Bonds, when executed by the

County, authenticated and delivered by the Trustee and duly issued, the valid, binding and

legal special obligations of the County, and to constitute this Supplemental Indenture Series

No. 160608-LA-RA a valid and binding agreement for the uses and purposes herein set forth,

in accordance with its terms, have been done and taken; and the execution and delivery of

this Supplemental Indenture have been in all respects duly authorized;

NOW, THEREFORE, in consideration of the premises and the mutual

covenants contained herein, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS;

AUTHORIZATION AND PURPOSE OF SERIES NO. 160608-LA-RA BONDS;

EQUAL SECURITY

Section 1.01 Definitions. Unless the context clearly otherwise requires or unless

otherwise defined in the Master Indenture, the capitalized terms in this Supplemental Indenture

will have the respective meanings specified herein.

“Bond Payment Dates” means March 2 and September 2 of each year (or, if such

date is not a Business Day, the next succeeding Business Day), commencing on the date set forth

in each respective Series No. 160608-LA-RA Bond Form set forth in Exhibit B hereto.


160608-LA-RA

“Closing Date” means the date of initial issuance and delivery of each Series No.

160608-LA-RA Bonds hereunder.

“Designated Transferee” means, with respect to the Series No. 160608-LA-RA

Bonds, RA HERO Bond Holdings, LLC.

“Initial Purchaser” means Renovate America, Inc., or the assignee thereof.

“Series No. 160608-LA-RA Bonds” means the Bonds designated as set forth in

Section 2.01(a) hereof.

“Series No. 160608-LA-RA Bond Form” means the form of each respective

Series No. 160608-LA-RA Bond set forth in Exhibit B.

“Series No. 160608-LA-RA Bond Assessments” means the Assessments levied

on the Series No. 160608-LA-RA Bond Parcels.

“Series No. 160608-LA-RA Bonds Parcels” means the Parcels identified in

Exhibit C attached hereto.

“Series No. 160608-LA-RA Bonds Reserve Fund Deposit” shall mean the

amount of the Reserve Fund Deposit, if any, for the Series No. 160608-LA-RA Bonds set forth

in Exhibit A hereto.

Section 1.02 Interpretation. Section 1.03 of the Master Indenture shall govern

interpretation of this Supplemental Indenture.

Section 1.03 Authorization. Each of the parties represents and warrants that it has full

legal authority and is duly empowered to enter into this Supplemental Indenture and has taken all

actions necessary to authorize the execution of this Supplemental Indenture by the officers and

persons signing it.

Section 1.04 Security. As a Bond issued pursuant to Section 2.02 of the Master

Indenture, each Series No. 160608-LA-RA Bond will be secured by a first priority perfected lien

and charge upon the applicable Series No. 160608-LA-RA Bond Assessments identified in

Exhibit C hereto levied on the corresponding Parcel or Parcels identified in Exhibit C pursuant to

the applicable Assessment Contracts, Contractual Assessment Law the Bond Act and the other

Collateral established under the Indenture, Contractual Assessment Law and the Bond Act

securing such Series 160608-LA-RA Bonds.

ARTICLE 2

TERMS OF SERIES NO. 160608-LA-RA BONDS

Section 2.01 Terms of Series No. 160608-LA-RA Bonds.

(a) There is hereby created a Series of Bonds to be issued by the County

under and subject to Contractual Assessment Law, the Bond Act and the terms of the Master


160608-LA-RA

Indenture, as supplemented and amended, and this Supplemental Indenture, which will be

designated the “Los Angeles County Energy Program LA HERO Contractual Assessment

Limited Obligation Improvement Bonds, Fourth Residential Property Tranche, Series No.

160608-LA-RA.” The Series 160608-LA-RA Bonds will be issued in the aggregate original

principal amount of $4,695,369.69, with each Bond issued as part of the Series 160608-LA-RA

Bonds having the original principal amount, as set forth in Exhibit A hereto.

(b) Each Series No. 160608-LA-RA Bond will be numbered as set forth in

Exhibit A hereto, dated the Closing Date, issued in fully registered form without coupons, and

will mature on the date and will bear interest at the rates per annum (payable on each Bond

Payment Date) set forth in the applicable Series No. 160608-LA-RA Bond Form in Exhibit B

hereto.

(c) This Series No. 160608-LA-RA Bond bears interest from the Bond

Payment Date next preceding its date of authentication and registration unless it is authenticated

and registered (i) prior to an Bond Payment Date and after the close of business of the 15th day

of the calendar month preceding such Bond Payment Date, in which event it will bear interest

from such Bond Payment Date, or (ii) prior to the close of business on the 15th day of the

calendar month preceding the first Bond Payment Date above, in which event it will bear interest

from its date of delivery, until payment of such principal sum has been discharged.

Except as otherwise set forth in this Section 2.01, Article II of the Master

Indenture will govern the Series No. 160608-LA-RA Bonds.

Section 2.02 Redemption of Series No. 160608-LA-RA Bonds. Each Series No.

160608-LA-RA Bonds shall be subject to redemption as set forth in the applicable Series No.

160608-LA-RA Bond Form in Exhibit B hereto.

Section 2.03 Forms of Series No. 160608-LA-RA Bonds. Each Series No.

160608-LA-RA Bond, the Trustee’s certificate of authentication, and the assignment to

appear thereon will be substantially as set forth in the applicable Series No. 160608-LA-RA

Bond Form attached as Exhibit B hereto, with necessary or appropriate variations, omissions

and insertions, as permitted or required by this Supplemental Indenture, the Resolutions of

Issuance, Contractual Assessment Law and the Bond Act.

Section 2.04 Validity of Series No. 160608-LA-RA Bonds. The validity of the

authorization and issuance of the Series No. 160608-LA-RA Bonds will not be dependent

upon the installation of the Improvements or upon the performance by any person of such

person’s obligation with respect to the Improvements.

ARTICLE 3

ISSUANCE OF SERIES NO. 160608-LA-RA BONDS; USE OF PROCEEDS

Section 3.01 Issuance of Series No. 160608-LA-RA Bonds. Upon the execution

and delivery of this Supplemental Indenture No. 160608-LA-RA, and satisfaction of the

requirements for issuance of Bonds pursuant to Section 2.02 of the Master Indenture, the


160608-LA-RA

County will execute and deliver each Series No. 160608-LA-RA Bond in the principal

amount, set forth in Exhibit A hereto.

Section 3.02 Application of Proceeds of Sale of the Series No. 160608-LA-RA

Bonds. Upon the receipt of payment for the Series No. 160608-LA-RA Bonds on the

Closing Date, the Trustee will apply the proceeds of sale of the Series No. 160608-LA-RA

Bonds as set forth in Exhibit A hereto. Such proceeds deposited to each of the Program

Funds, Administrative Expense Fun and the Cost of Issuance Fund will be disbursed

pursuant to requisitions therefor in accordance with Sections 4.02, 4.03 and 4.05 of the

Master Indenture, respectively.

ARTICLE 4

ADDITIONAL PROVISIONS

Section 4.01 Applicable Law. This Supplemental Indenture will be governed by and

enforced in accordance with the laws of the State of California applicable to contracts made and

performed in the State of California.

Section 4.02 Conflict with Contractual Assessment Law or the Bond Act. In the

event of a conflict between any provision of this Supplemental Indenture with any provision of

Contractual Assessment Law or the Bond Act as in effect on the Closing Date, the provision of

Contractual Assessment Law or the Bond Act will prevail over the conflicting provision of this

Supplemental Indenture except as waived by the Owner of the applicable Series No. 160608-LA-

RA Bond.

Section 4.03 Conclusive Evidence of Regularity. The Series No. 160608-LA-RA

Bond issued pursuant to this Supplemental Indenture will constitute conclusive evidence of the

regularity of all proceedings under Contractual Assessment Law and the Bond Act relative to its

issuance and the levy of the Assessments against Parcels.

Section 4.04 Confirmation of Master Indenture; Conflict With Master

Indenture. All representations, covenants, warranties and other provisions of the Master

Indenture, as previously amended and supplemented, unless specifically amended, modified or

supplemented by this Supplemental Indenture, are hereby confirmed as applicable to this

Supplemental Indenture. In the event of any conflict between the provisions of this

Supplemental Indenture and the Master Indenture, as previously amended and supplemented, the

provisions of this Supplemental Indenture will govern.

Section 4.05 Counterparts. This Supplemental Indenture may be executed in

counterparts, each of which will be deemed an original.

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, the County and the Trustee have caused this Supplemental Indenture to be executed, all as of the date first written above.

By: --------------Authorized Representative

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and not in its individual capacity

By:

By:

Supplemental Indenture 160608-LA-RA

------------------Title

------------------Title

5

IN WITNESS WHEREOF, the County and the Trustee have caused this Supplemental Indenture to be executed, all as of the date first written above.


By: -------------Authorized Representative

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee and not in its individual capacity

By: Title Marion Hogan

Assistant Vice President

By: tvmeL ~ Title

Karlene a~t~ Assistant Vice President

'->upplcmcntal I nd-:ntu,-..: 5 I (,il60S-J ... \-R .,\

Supplemental Indenture A-1

160608-LA-RA

EXHIBIT A

APPLICATION OF PROCEEDS AND TERMS OF ISSUANCE OF THE SERIES NO.

160608-LA-RA BONDS

Application of Proceeds of the Series No. 160608-LA-RA Bonds:

The Trustee shall apply the proceeds of the Series No. 160608-LA-RA Bonds and any

funds of the County available therefor as follows:

Fund R-05A R-10A R-15A R-20A Total

CAPI Redemption1 $7,857.85 $14,854.07 $13,304.32 $52,001.20 $88,017.44

Program 461,738.35 765,299.64 646,718.78 2,471,866.56 $4,345,623.33

Reserve 498.91 827.83 699.61 2,669.01 $4,695.36

Administrative Expense2 850.00 1,225.00 900.00 2,300.00 $5,275.00

Administrative Reserve3 340.00 490.00 360.00 920.00 $2,110.00

Cost of Issuance 27,626.78 45,135.99 37,631.10 139,254.69 $249,648.56

Total $498,911.89 $827,832.53 $699,613.81 $2,669,011.46 $4,695,369.69

1 Capitalized Interest Account of the Redemption Fund. 2 Administrative Expense Payment Account of the Administrative Expense Fund. 3 Administrative Reserve Account of the Administrative Expense Fund.

2016-1924 2016-1925 2016-1926 2016-1927

Supplemental Indenture A-2

160608-LA-RA

Issuance of Series 160608-LA-RA Bonds:

The Series 160608-LA-RA Bonds shall bear the following identification numbers and be

issued to the registered owners and in the aggregate principal amounts set forth below:

Bond Number Registered Owner Principal Amount

R-05A RA HERO Bond Holdings, LLC $498,911.89

R-10A RA HERO Bond Holdings, LLC 827,832.53

R-15A RA HERO Bond Holdings, LLC 699,613.81

R-20A RA HERO Bond Holdings, LLC 2,669,011.46


Review and Acceptance:

The Application of Proceeds of the Series No. 160608-LA-RA Bonds and the identification of Bonds that will comprise the Series 160608-LA-RA Bonds, the registered owners thereof and the principal amount of such Bonds set forth above and the interest rate, Closing Date, Bond Payment Dates, debt service schedule and the redemption provisions applicable to each Series No. 160608-LA-RA Bond, as set forth in the applicable Series No. 160608-LA-RA Bond Form set forth in Exhibit B hereto, have been reviewed and accepted by the following representatives of the County, Renovate America, Inc., as the Initial Purchaser of the Series No. 160608-LA-RA Bonds and RA HERO Bond Holdings, LLC, as the Designated Transferee of the Series No. 160608-LA-RA Bonds.

II~(!)

r::'I • .:. L:.I -·

~-~

Reviewed and accepted by the County: COUNTY OF LOS ANGELES

By: ---------------Authorized Representative

Reviewed and accepted by the Initial Purchaser: Renovate America, Inc.

By: _______________ _ Authorized Representative

Reviewed and accepted by the Designated Transferee: RA HERO Bond Holdings, LLC

By: ----------------Authorized Representative

Supplemental Indenture 160608-LA-RA

A-3

Review and Acceptance:

The Application of Proceeds of the Series No. 160608-LA-RA Bonds and the identification of Bonds that will comprise the Series 160608-LA-RA Bonds, the registered owners thereof and the principal amount of such Bonds set forth above and the interest rate, Closing Date, Bond Payment Dates, debt service schedule and the redemption provisions applicable to each Series No. 160608-LA-RA Bond, as set forth in the applicable Series No. 160608-LA-RA Bond Form set forth in Exhibit B hereto, have been reviewed and accepted by the following representatives of the County, Renovate America, Inc., as the Initial Purchaser of the Series No. 160608-LA-RA Bonds and RA HERO Bond Holdings, LLC, as the Designated Transferee of the Series No. 160608-LA-RA Bonds.

Reviewed and accepted by the County: COUNTY OF LOS ANGELES

By: ---------------Authorized Representative

Reviewed and accepted by the Initial Purchaser: Renovate America, Inc.

By: _QQ-e __ Cd __ Authorized Representative

m . .

Reviewed and accepted by the Designated Transferee: RA HERO Bond Holdings, LLC

Supplemental Indent tire 160608-LA-RA

A-3

Improvement Bond B-3160608-LA-RA-R-05A

EXHIBIT B

ATTACHMENT 1

FORM OF BOND NUMBER R-05A

THE BOND OWNER OF THIS BOND IS INTENDED TO BE ONLY A “QUALIFIED

INSTITUTIONAL BUYER” OR AN “ACCREDITED INVESTOR” (AS DEFINED IN THE

HEREIN REFERENCED INDENTURE) THAT HAS EXECUTED AND DELIVERED TO THE

COUNTY AN INVESTOR LETTER (AS DEFINED IN THE HEREIN REFERENCED

INDENTURE). ANY TRANSFER OF THE REGISTERED OWNERSHIP OF THIS BOND MAY

ONLY BE TO A QUALIFIED INSTITUTIONAL BUYER OR AN ACCREDITED INVESTOR

THAT HAS EXECUTED AND DELIVERED TO THE COUNTY AN INVESTOR LETTER AS

REQUIRED BY THE INDENTURE AND ANY SUCH TRANSFEREE, BY THE ACCEPTANCE

OF THIS BOND, REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER OR AN

ACCREDITED INVESTOR AND HAS EXECUTED THE INVESTOR LETTER REQUIRED BY

THE INDENTURE.

Number R-05A

Cert. 1

***$498,911.89***

Los Angeles County Energy Program

LA HERO

Contractual Assessment Limited Obligation Improvement Bonds

Fourth Residential Property Tranche


INTEREST RATE MATURITY DATE CLOSING DATE

6.750% September 2, 2021 June 8, 2016

REGISTERED OWNER: RA HERO Bond Holdings, LLC

PRINCIPAL AMOUNT: Four hundred ninety-eight thousand nine hundred eleven and

89/100 Dollars

Under and by virtue of Chapter 29 of Part 3 of Division 7 of the Streets and

Highways Code of the State of California (the “Contractual Assessment Law”) and the

Improvement Bond Act of 1915, Division 10 (commencing with Section 8500) of the

Streets and Highways Code (the “Bond Act”), the County of Los Angeles (the “County”),

will, out of the Redemption Fund established pursuant to a Master Indenture, dated as of

May 1, 2016, by and between the County and Deutsche Bank National Trust Company,

acting as trustee (the “Trustee”) and not in its individual capacity, as supplemented and

amended, including as supplemented by a Supplemental Indenture Series No. 160608-LA-

RA (as amended and supplemented, the “Indenture”), pay to the registered owner named

above or registered assigns, the principal installments specified below, in lawful money of


the United States of America and in like manner will pay interest at the rate per annum

stated above in the installments specified below, on each March 2 and September 2 (or the

next succeeding Business Day, if such dates are not a Business Day) (each “Bond Payment

Date”) in each year commencing on September 2, 2016:

Bond Payment

Date

Principal Installment Interest Installment Total

09/02/2016 $0.00 $7,779.11 $7,779.11

03/02/2017 0.00 16,838.14 16,838.14

09/02/2017 87,190.04 16,838.39 104,028.43

03/02/2018 0.00 13,895.52 13,895.52

09/02/2018 93,075.33 13,895.72 106,971.05

03/02/2019 0.00 10,754.24 10,754.24

09/02/2019 99,357.95 10,754.38 110,112.33

03/02/2020 0.00 7,400.88 7,400.88

09/02/2020 106,064.59 7,401.10 113,465.69

03/02/2021 0.00 3,821.19 3,821.19

09/02/2021 113,223.98 3,821.41 117,045.39

Capitalized terms not otherwise defined herein shall have the meanings given

such terms in the Indenture.

This Series No. 160608-LA-RA Bond bears interest from the Bond Payment

Date next preceding its date of authentication and registration unless it is authenticated and

registered (i) prior to an Bond Payment Date and after the close of business of the 15th day

of the calendar month preceding such Bond Payment Date, in which event it will bear

interest from such Bond Payment Date, or (ii) prior to the close of business on the 15th day

of the calendar month preceding the first Bond Payment Date above, in which event it will

bear interest from its date of delivery, until payment of such principal sum has been

discharged.

Interest (excluding the final interest payment due upon maturity or earlier

redemption) on and principal (excluding the final principal payment upon maturity or earlier

redemption) of the Series No. 160608-LA-RA Bond are payable in lawful money of the

United States of America by the Trustee to the person whose name appears on the Bond

Register as the Owner thereof as of the close of business on the Record Date preceding the

Bond Payment Date by wire transfer of immediately available funds made on such Bond

Payment Date upon the written instructions by such Owner delivered to the Trustee at least

five (5) Business Days prior to the applicable Record Date.

Payment of principal of and accrued interest and premium, if any, on this

Series No. 160608-LA-RA Bond upon final maturity or redemption in whole shall be

payable in lawful money of the United States of America by the Trustee of immediately

available funds, to the person whose name appears on the Bond Register as the Owner

thereof, upon surrender of this Series No. 160608-LA-RA Bond at the Corporate Trust

Office of the Trustee.

~ -



Series No. 160608-LA-RA Bond upon redemption in part shall be payable in lawful money

of the United States of America by the Trustee to the person whose name appears on the

Bond Register as the Owner thereof as of the close of business on the Record Date

preceding the applicable Designated Redemption Date, without surrender of this Series No.

160608-LA-RA Bond at the Corporate Trust Office of the Trustee, by wire transfer of

immediately available funds made on such Designated Redemption Date upon the written

instructions by such Owner delivered to the Trustee at least five (5) Business Days prior to

the applicable Record Date.

This Series No. 160608-LA-RA Bond will continue to bear interest after maturity

at the rate above stated if this Series No. 160608-LA-RA Bond is presented at maturity and

payment hereof is refused for any reason. If this Series No. 160608-LA-RA Bond is not

presented at maturity, interest hereon will run only until maturity.

This Series No. 160608-LA-RA Bond is issued by the County of Los Angeles

under the Contractual Assessment Law, the B Act and the Indenture for the purpose of funding

disbursements under certain assessment contracts in connection with the Los Angeles County

Energy Program established by the Board of Supervisors of the County pursuant to the

Contractual Assessment Law and is secured by a perfect first priority security interest in the

Assessment recorded against the parcels identified in Exhibit C to the Series No. 160608-LA-RA

Supplemental Indenture with respect to this Series No. 160608-LA-RA Bond and the Collateral,

as described in the Indenture. Amounts payable with respect to this Series No. 160608-LA-RA

Bond, including principal and interest, shall be paid from the funds and accounts, and in the

manner set forth in the Indenture. The obligation of the County to make payments of principal

and interest on this Series No. 160608-LA-RA Bond is a limited obligation secured only as a set

forth in the Indenture.

This Series No. 160608-LA-RA Bond is secured by the Collateral. This Series

No. 160608-LA-RA and interest thereon are not secured by any other funds of the County.

Neither the credit nor the taxing power of the County is pledged for the payment of this Series

No. 160608-LA-RA Bond or the interest thereon, and no Bond Owner of this Series No. 160608-

LA-RA Bond may compel the exercise of any taxing power by the County or force the forfeiture

of any of its properties. The principal of, and premium (if any) and interest on this Series No.

160608-LA-RA Bond are not a debt of the County nor a legal or equitable pledge, charge, lien

or encumbrance upon any of the properties of the County, or upon any of their income, receipts

or Collateral, other than the Collateral and the funds described in the Indenture.

This Series No. 160608-LA-RA Bond is transferable by the Bond Owner hereof

by the person in whose name it is registered, in person or by such person’s duly authorized

attorney, upon the terms and conditions set forth in the Indenture, including the requirement that

such Bonds shall be transferred in whole to a single purchaser that is a Qualified Institutional

Buyer or an Accredited Investor and such transferee delivers to the Trustee and the County an

executed Investor Letter.

~ -


Neither the County nor the Trustee will be required to make such exchange or

registration of transfer of the Series No. 160608-LA-RA Bond in the period beginning on or after

a Record Date and ending before the next ensuing Bond Payment Date.

The County and the Trustee may treat the Bond Owner hereof as the absolute

owner for all purposes, and the County and the Trustee will not be affected by any notice to the

contrary.

Mandatory Prepayment Redemption. The Series No. 160608-LA-RA Bond will

be redeemed and paid in advance of maturity, in whole or in part in the minimum amount of

$2,500.00, from amounts received by the County as Prepayments, on any Designated

Redemption Date established pursuant to the applicable terms of the Master Indenture, by paying

the principal amount thereof, plus interest to the date of redemption, without premium, unless

sooner surrendered, in which event said interest will be paid to the date of payment, all in the

manner and as provided in the Contractual Assessment Law or the Bond Act.

Extraordinary Mandatory Redemption. This Series No. 160608-LA-RA Bond

will be subject to extraordinary mandatory redemption in advance of maturity, in whole or in

part, from Excess Program Fund Proceeds, on any Designated Redemption Date established

pursuant to the applicable terms of the Master Indenture following the deposit of such Excess

Program Fund Proceeds in the Extraordinary Mandatory Redemption Account (Excess Program

Fund Proceeds). The redemption price for such Bond, or such portion thereof that is to be

redeemed, shall be established pursuant to the provisions of the Master Indenture.

This Series No. 160608-LA-RA Bond will be subject to extraordinary mandatory

redemption in advance of maturity, in whole or in part, on any Designated Redemption Date

established pursuant to the applicable terms of the Master Indenture from funds representing the

payment of the ASI Purchase Price for the purchase of an Assessment Security Interest in an

Assessment securing such Bond following the deposit of such funds in the Extraordinary

Mandatory Redemption Account (ASI Purchase Price). The redemption price of such Bond, or

such portion thereof that is to be redeemed, shall be established pursuant to the terms of the

Master Indenture.

This Series No. 160608-LA-RA Bond shall not be entitled to any benefit under

the Contractual Assessment Law, the Bond Act or the Indenture, or become valid or obligatory

for any purpose, until the certificate of authentication and registration hereon endorsed shall have

been dated and signed by the Trustee.



THE COUNTY HAS CERTIFIED, RECITED AND DECLARED that all things,

conditions and acts required by the Constitution and laws of the State of California and the

Indenture to exist, to have happened and to have been performed precedent to and in the

execution, authentication and the delivery of this Bond, do exist, have happened and have been

performed in due time, form and manner, as required by law and the Indenture.

IN WITNESS WHEREOF, the County has caused this Series No. 160608-LA-RA

Bond to be executed in its name and on its behalf by the manual or facsimile signatures of its

Executive Officer of the Clerk of the Board of Supervisors or his or her designee and the

Program Administrator, as designee of the Treasurer and Tax Collector, all as of the dated date

identified above.


By: _____________________________________________

Executive Officer, Clerk of the Board of Supervisors

County of Los Angeles

By: _____________________________________________

Program Administrator

LA HERO Program




CERTIFICATE OF AUTHENTICATION AND REGISTRATION

This is one of the Series No. 160608-LA-RA Bonds described in the within mentioned Indenture.

Dated: June 8, 2016

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee

By: _________________________________________

Authorized Signatory


ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this

bond, will be construed as though they were written out in full according to applicable laws or

regulations:

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right of survivorship and not as tenants in

common

UNIF GIFT MIN ACT -

(Cust) (Minor)

under Uniform Gifts to Minors Act

(State)

Additional abbreviations may also be used though not in the above list

(FORM OF ASSIGNMENT)

For value received, the undersigned do(es) hereby sell, assign and transfer unto

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

(Name, Address and Tax Identification or Social Security Number of Assignee)

the within 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:

NOTICE: The signature(s) on this assignment must correspond with the name(s) as written on

the face of the registered Bond in every particular without alteration or enlargement or any

change whatsoever.


ATTACHMENT 2












THE INDENTURE.

Number R-10A

Cert. 1

***$827,832.53***


LA HERO





7.690% September 2, 2026 June 8, 2016


PRINCIPAL AMOUNT: Eight hundred twenty-seven thousand eight hundred thirty-

two and 53/100 Dollars
















Bond Payment

Date


09/02/2016 $0.00 $14,854.08 $14,854.08

03/02/2017 0.00 31,830.02 31,830.02

09/02/2017 57,991.62 31,830.34 89,821.96

03/02/2018 0.00 29,600.26 29,600.26

09/02/2018 62,451.19 29,600.53 92,051.72

03/02/2019 0.00 27,199.06 27,199.06

09/02/2019 67,253.67 27,199.25 94,452.92

03/02/2020 0.00 24,613.11 24,613.11

09/02/2020 72,425.50 24,613.37 97,038.87

03/02/2021 0.00 21,828.35 21,828.35

09/02/2021 77,995.01 21,828.62 99,823.63

03/02/2022 0.00 18,829.46 18,829.46

09/02/2022 83,992.83 18,829.69 102,822.52

03/02/2023 0.00 15,599.94 15,599.94

09/02/2023 90,451.88 15,600.16 106,052.04

03/02/2024 0.00 12,122.03 12,122.03

09/02/2024 97,407.65 12,122.30 109,529.95

03/02/2025 0.00 8,376.71 8,376.71

09/02/2025 104,898.28 8,376.99 113,275.27

03/02/2026 0.00 4,343.37 4,343.37

09/02/2026 112,964.90 4,343.67 117,308.57










discharged.





~ -












































~ -















contrary.






















Master Indenture.







~ -











identified above.


By: _____________________________________________



By: _____________________________________________


LA HERO Program






Dated: June 8, 2016


By: _________________________________________



ABBREVIATIONS



regulations:




common

UNIF GIFT MIN ACT -

(Cust) (Minor)


(State)




________________________________________________________________________

________________________________________________________________________

________________________________________________________________________





Dated: ________________________




change whatsoever.


ATTACHMENT 3












THE INDENTURE.

Number R-15A

Cert. 1

***$699,613.81***


LA HERO





8.150% September 2, 2031 June 8, 2016


PRINCIPAL AMOUNT: Six hundred ninety-nine thousand six hundred thirteen and

81/100 Dollars
















Bond Payment

Date


09/02/2016 $0.00 $13,304.32 $13,304.32

03/02/2017 0.00 28,509.17 28,509.17

09/02/2017 25,467.18 28,509.38 53,976.56

03/02/2018 0.00 27,471.42 27,471.42

09/02/2018 27,542.72 27,471.59 55,014.31

03/02/2019 0.00 26,349.01 26,349.01

09/02/2019 29,787.50 26,349.22 56,136.72

03/02/2020 0.00 25,135.22 25,135.22

09/02/2020 32,215.16 25,135.35 57,350.51

03/02/2021 0.00 23,822.40 23,822.40

09/02/2021 34,840.71 23,822.62 58,663.33

03/02/2022 0.00 22,402.65 22,402.65

09/02/2022 37,680.23 22,402.85 60,083.08

03/02/2023 0.00 20,867.20 20,867.20

09/02/2023 40,751.16 20,867.37 61,618.53

03/02/2024 0.00 19,206.57 19,206.57

09/02/2024 44,072.42 19,206.74 63,279.16

03/02/2025 0.00 17,410.65 17,410.65

09/02/2025 47,664.28 17,410.80 65,075.08

03/02/2026 0.00 15,468.30 15,468.30

09/02/2026 51,548.94 15,468.49 67,017.43

03/02/2027 0.00 13,367.69 13,367.69

09/02/2027 55,750.14 13,367.90 69,118.04

03/02/2028 0.00 11,095.86 11,095.86

09/02/2028 60,293.80 11,096.07 71,389.87

03/02/2029 0.00 8,638.91 8,638.91

09/02/2029 65,207.76 8,639.06 73,846.82

03/02/2030 0.00 5,981.70 5,981.70

09/02/2030 70,522.15 5,981.88 76,504.03

03/02/2031 0.00 3,107.95 3,107.95

09/02/2031 76,269.66 3,108.06 79,377.72





~ -







discharged.





































~ -

























contrary.

Optional Redemption. This Series No. 160608-LA-RA Bond shall be subject to

optional redemption, in whole, on any date after the tenth year following the Closing Date of

such Bonds, from any source of available funds, at the following redemption prices (expressed as

percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon

to the date of redemption:

Redemption Dates Redemption Price

June 9, 2026 through June 8, 2027 103%



June 9, 2029 through maturity 100%























Master Indenture.
















identified above.


By: _____________________________________________



By: _____________________________________________


LA HERO Program






Dated: June 8, 2016


By: _________________________________________



ABBREVIATIONS



regulations:




common

UNIF GIFT MIN ACT -

(Cust) (Minor)


(State)




________________________________________________________________________

________________________________________________________________________

________________________________________________________________________





Dated: ________________________




change whatsoever.


ATTACHMENT 4












THE INDENTURE.

Number R-20A

Cert. 1

***$2,669,011.46***


LA HERO





8.350% September 2, 2036 June 8, 2016


PRINCIPAL AMOUNT: Two million six hundred sixty-nine thousand eleven and

46/100 Dollars
















Bond Payment

Date


09/02/2016 $0.00 $52,001.24 $52,001.24

03/02/2017 0.00 111,431.01 111,431.01

09/02/2017 56,100.77 111,431.46 167,532.23

03/02/2018 0.00 109,088.78 109,088.78

09/02/2018 60,785.15 109,089.31 169,874.46

03/02/2019 0.00 106,551.05 106,551.05

09/02/2019 65,860.75 106,551.44 172,412.19

03/02/2020 0.00 103,801.34 103,801.34

09/02/2020 71,360.10 103,801.80 175,161.90

03/02/2021 0.00 100,822.04 100,822.04

09/02/2021 77,318.66 100,822.54 178,141.20

03/02/2022 0.00 97,593.99 97,593.99

09/02/2022 83,774.80 97,594.45 181,369.25

03/02/2023 0.00 94,096.42 94,096.42

09/02/2023 90,769.95 94,096.87 184,866.82

03/02/2024 0.00 90,306.83 90,306.83

09/02/2024 98,349.19 90,307.22 188,656.41

03/02/2025 0.00 86,200.72 86,200.72

09/02/2025 106,561.40 86,201.12 192,762.52

03/02/2026 0.00 81,751.76 81,751.76

09/02/2026 115,459.25 81,752.23 197,211.48

03/02/2027 0.00 76,931.37 76,931.37

09/02/2027 125,100.12 76,931.75 202,031.87

03/02/2028 0.00 71,708.38 71,708.38

09/02/2028 135,546.00 71,708.86 207,254.86

03/02/2029 0.00 66,049.29 66,049.29

09/02/2029 146,864.09 66,049.86 212,913.95

03/02/2030 0.00 59,917.74 59,917.74

09/02/2030 159,127.25 59,918.25 219,045.50

03/02/2031 0.00 53,274.19 53,274.19

09/02/2031 172,414.39 53,274.66 225,689.05

03/02/2032 0.00 46,075.88 46,075.88

09/02/2032 186,811.00 46,076.36 232,887.36

03/02/2033 0.00 38,276.52 38,276.52

09/02/2033 202,409.69 38,277.03 240,686.72

03/02/2034 0.00 29,825.95 29,825.95

09/02/2034 219,310.86 29,826.43 249,137.29

03/02/2035 0.00 20,669.72 20,669.72

~ -


Bond Payment

Date


09/02/2035 237,623.35 20,670.17 258,293.52

03/02/2036 0.00 10,748.96 10,748.96

09/02/2036 257,464.69 10,749.44 268,214.13










discharged.


























~ -




































contrary.

~ -


Optional Redemption. This Series No. 160608-LA-RA Bond shall be subject to

optional redemption, in whole, on any date after the tenth year following the Closing Date of

such Bonds, from any source of available funds, at the following redemption prices (expressed as

percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon

to the date of redemption:

Redemption Dates Redemption Price




June 9, 2029 through maturity 100%






















Master Indenture.
















identified above.


By: _____________________________________________



By: _____________________________________________


LA HERO Program






Dated: June 8, 2016


By: _________________________________________


Improvement Bond B-33 160608-LA-RA-R-05A

ABBREVIATIONS



regulations:




common

UNIF GIFT MIN ACT -

(Cust) (Minor)


(State)




________________________________________________________________________

________________________________________________________________________

________________________________________________________________________





Dated: ________________________




change whatsoever.

Supplemental Indenture C-1

160608-LA-RA

EXHIBIT C

Assessments Securing the Series No. 160608-LA-RA Bonds

Assessments levied on the following Participating Parcels will secure Bond Number R-05A:

Participating Parcel(s)

(Name/Assessor’s Parcel No.)

2014 SHERYL L SAMWORTH REVOCABLE TRUST 2830015037

Acuna 6014027002

Aguinaga 6369017015

Aguirre 8459007015

Bailey 2779006116

Bascar 2328024006

Beck 8507019038

Benjamin 2810018010

Bolivar 8437025004

Carrillo 8643014034

Cordova 6370006018

Dickey 6260010064

Jeffs-Catone 2781024011

Jewel Crawford Revocable Living Trust 4031014021

LEO CHESTER PITTS LIVING TRUST 6003008015

Lepire 2004013019

Mccartin 5652011037

McCoy 7322007017

Mcelhinney 8642008017

Michael Dobson Living Trust 5514003050

Mino 2644026091

Neeley 7319016007

Overgaauw 7184019029

Paul 5007030017

Prieto 4142015035

Robinson 5014025045

Rodriguez 8174037009

Senzaki 5829003013

Shen 2068029043

Sotelo 8157012037

Spiropoulos 3244183023

The James Brendan Heffernan Revocable Trust 7581033072

Vasquez 8163013013

Zweizig 5852012020

ti I!). .


160608-LA-RA




Aguilar 8165019018

Barbinis 2669021027

Bataclan 5482002021

Battino 2690009010

Blain 3169010006

Bonilla 2844008012

Borjon 3133012021

Chavez 7009020036

Crowder 4071010022

Desantos 6014034002

Dugan 7191026026

Easley 6161012047

Eberling 4118017154

Frost 3135012015

Gallardo 6042026026

Garcia 6370017012

Gomez 6211020004

Guerrero 2842010026

Hageman 7226012007

Henry 2108017013

Horton 5291008007

Jamison 3020016023

Jensen 4085033001

John and Linda Aguilera 2015 Trust 8542011023

Johnson 6147013033

Laney 4029028012

Lawton 6261010026

Little 4071014111

Lopez 8042028024

Martinez 6376027028

McLellan 8035001011

Moreno 5109021001

NATHAN A AND AGATHA M MALLORY FAMILY

TRUST 8711019031

Ramirez 6119005017

Rivas 3051053043

Santos 6367003011

Shin 2551021030

ti I!). .


160608-LA-RA

Sinclair 7102029033

Singleton 8121005014

Terry 5269019025

The 2014 Scott Andrew Mitchell and Michelle P Mitchell

Revocable Trust 8510006031

The Andrew Marc Comins Living Trust 4252035016

THE FRANK R MURPHY REVOCABLE TRUST 8146022012

The Grover Trust 5669010034

Verayo 8628025004

Williams 7335020026

Williamson 7218018013

Wolters 7516022012

Zimmerman 2233008005

ti I!). .


160608-LA-RA




Aguilar 8002011033

Aguilar 6261002019

Aguirre 8171037026

Alkana Family Trust 4023023014

Amaya 7371022065

Bagheri 5591003011

Baldwin 2701009025

Brief 8161016012

Butler 8385007031

Chowdhury 2781032010

Gomez 8035007020

Hernandez 6193022001

Holley 8328031025

Imp 6271019056

Indzheyan 2644019002

Jacobo 3010014007

Jones 6045016032

Kafkalas 3208033056

Laudenorio 8327001050

Loera 8531003006

McDonald 2812105005

Olivo 8317028031

Pedrini 3350012018

Phillips 3147015020

Rancharan 8370017054

Reynolds 2569020040

Roldan 8620016009

Rose 7465026039

Scott 2688029073

The Cheri Dessero Trust 7182019021

THE DAVID L. AND JOANNE ORENSKI LIVING TRUST 4123007006

The Eddie and Maricela Ruiz Living Trust 8629021019

Villagomez 8464010025

Witte 5684033017

Youngblood 6117014019

Zubiate 8163022002

ti I!). .


160608-LA-RA




Acoba 5691011009

Andrews 4019003018

Arteaga 8633011034

Ash 5110004022

Austin-Stanley 6111027011

Avelar 5018035023

Ball 2512017039

Beard 4029005020

Becerra 6192016009

Blain 3169010006

Bozonier 8344006001

Buenrostro 8740015014

Burton 7320020019

Carpio 6387008017

Castano 8432012027

Crowe 6141017009

Cuevas 5106012017

Del Toro 3053047023

Deramo 6249022009

Downs 8079034019

Durment 2779023014

Everling 8455011009

Ficklin 6178018025

Fuentes 6111028010

Fuqua 6087021037

Gandara 8457006006

Garcia 4024032004

Gillies 5827014002

Gladys M. Smith Living Trust 6227028023

Gonzalez 3019043037

Heinzman 2854016015

Hernandez 2681014001

Hoff 2556012010

Hubbard 3073006001

Ixta 7420003025

Julio 8176015022

Le 8366024042

Leon 8479004005

ti I!). .


160608-LA-RA

Lopez 8254005005

Lopez 6004037025

Lupica 8152017016

Manjarrez 6266012032

Manzo 8178021050

Martinez 8042032011

Martinez 5674001001

Martinez 3112055038

Mary Elizabeth Field Living Trust 5348002012

McKinley 3271022030

Medina 8643024030

Meraz 5104010014

Minassian 2543012001

Morales 7025017013

Muench 8115018007

Nieto 8367031006

Nixon 7218014007

Oconnell 7307012024

Oshikoya 7151007015

Owens 7205012022

Pablo Herrera Perez Revocable Living Trust 8742014035

Perez-Garcia 6179020003

Plehn 4105017022

Ramos 8228008013

Richard and Nancy Hicks 2004 Trust 8148009005

Rivera 7168005007

Roberto R. Roman Revocable Trust 5850023012

Salazar 6379027010

Santana 5183011015

Scott 3019037042

Sioson-Custodio 8731009027

Smith 4009025024

Smith 5014017034

Soussan 7241023026

Spivey 6076014018

Sumner 2801004030

THE BERT C. GUERRERO AND MYRNA IRENE

GUERRERO FAMILY TRUST 5278004012

The Charles E. Leslie Living Trust 6016029013

The Charles Edward Naman Separate Property Living Trust 8120014012

The Charles Shepherd, Jr. , and Siriluk Buathong 2015 Trust 3122030020

THE HARRY, PATRICIA AND MICHAEL'S LIVING

TRUST 6121014009

The M. Everett Family Trust 8741002034

The Martha F. Garcia Separate Property Trust 7150023004

The Mary Brocklebank Steddom Family Trust 8237020007

ti I!). .


160608-LA-RA

The Patricia L. Winters Trust 5464030014

THE PATRICK BRIAN O'HEARN 2007 TRUST 7264006018

The Ray E. Butler III Living Trust, Vicky Howard Butler 6287016007

The Taroc Family Trust 8209011010

THE ZACARIAS VICENTE LIVING TRUST 3142018095

Thomas 6089011009

Watler 5110011006

Winfrey 6139026038

Wu 8360040026

Yanez 6232028034

ti I!). .

SUPPLEMENTAL INDENTURE SERIES NO. 160608-LA-RA BY AND ...cdiacdocs.sto.ca.gov/2016-1927.pdf ·...

Documents

Transcript of SUPPLEMENTAL INDENTURE SERIES NO. 160608-LA-RA BY AND ...cdiacdocs.sto.ca.gov/2016-1927.pdf ·...