HomeMy WebLinkAboutSA-RDA 059RESOLUTION NO. SA-RDA 059
A RESOLUTION OF THE BOARD OF DIRECTORS TO THE SUCCESSOR
AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY
APPROVING THE SUCCESSOR AGENCY'S ISSUANCE OF TAX
ALLOCATION REFUNDING (HOUSING) BONDS AND TAKING
RELATED ACTIONS
RECITALS:
A. The former Palm Desert Redevelopment Agency (the "Former Agency")
was a duly constituted redevelopment agency pursuant to provisions of the Community
Redevelopment Law (the "Redevelopment Law") set forth in Section 33000 et seq. of
the Health and Safety Code ("HSC") of the State of California (the "State").
B. The Former Agency undertook to redevelop four project areas
(collectively, the "Project Areas").
C. The Former Agency and the City of Palm Desert (the "City") executed and
delivered a Joint Exercise of Powers Agreement, dated as of January 26, 1989 (the
"Joint Powers Agreement"), which Joint Powers Agreement created and established the
Palm Desert Financing Authority (the "Authority").
D. To finance and refinance affordable housing projects, the Former Agency
entered into the loan agreements, including the following (together, the "Loan
Agreements"):
(i) the 2002 Housing Project Loan Agreement, dated as of August 1,
2002, by and among the Former Agency, the Authority and BNY
Western Trust Company (as succeeded by U.S. Bank National
Association), as trustee, pursuant to which the Former Agency
incurred a loan (the "2002 Loan"); and
(ii) the 2007 Housing Project Loan Agreement, dated as of February 1,
2007, by and among the Former Agency, the Authority and Wells
Fargo Bank, National Association (as succeeded by U.S. Bank
National Association), as trustee, pursuant to which the Former
Agency incurred a loan (the "2007 Loan," and together with the
2002 Loan, the "Agency Loans").
E. Under each Loan Agreement, the repayment of the Agency Loan is
secured by the pledge of "Pledged Tax Revenues" (as defined in the Loan
Agreements"), being a portion of tax increment revenues derived from the Project Areas
as permitted by Redevelopment Law.
F. To provide funding for the Agency Loans, the Authority issued two series
of bonds (collectively, the "Authority Bonds"): (i) the Authority's Tax Allocation (Housing
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RESOLUTION NO. SA-RDA 059
Set-Aside) Revenue Bonds, Series 2002, and (ii) the Authority's Tax Allocation
(Housina Set-Asidel Refundina Revenue Bonds, Series 2007.
G. As of the date of this resolution, a portion of the principal amount of each
Agency Loan (and, correspondingly, an equivalent portion of the principal amount of
each series of the Authority Bonds) remains outstanding.
H. Pursuant to AB X1 26 (enacted in June 2011), and
Court's decision in California Redevelopment Association, et al. v.
al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as �
the Successor Agency of the Palm Desert Redevelopment Agei
Agency") was constituted, and the Oversight Board to the Suc
"Oversight Board") was established.
the State Supreme
Ana Matosantos, et
►f February 1, 2012,
�cy (the "Successor
;essor Agency (the
I. Pursuant to HSC Section 34177.5(a), the Successor Agency is authorized
to issue bonds (the "Refunding Bonds") to refund the Agency Loans, to provide savings
to the Successor Agency, provided that:
(i) the total interest cost to maturity on the Refunding Bonds plus the
principal amount of the Refunding Bonds shall not exceed the total
remaining interest cost to maturity on the Agency Loans, plus the
remaining principal of the Agency Loans to be refunded; and
(ii) the principal amount of the Refunding Bonds shall not exceed the
amount required to defease the refunded Agency Loans, to
establish customary debt service reserves and pay related costs of
issuance
J. The Successor Agency desires to issue Refunding Bonds to refund the
outstanding Agency Loans to achieve debt service savings.
K. The Refunding Bonds wiN be issued under the authority of HSC Section
34177.5 and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of
Division 2 of Title 5 of the California Government Code (the "Refunding Bond Law").
L. The Refunding Bonds will be issued in one or more series, and may
consist of tax-exempt bonds, taxable bonds or a combination thereof.
M. The Refunding Bonds will be issued pursuant to, and will be secured by, a
pledge of property tax revenues as provided in, an indenture (the "Indenture"),
substantially in the form attached to this Resolution as Attachment I.
N. Proceeds from the sale of the Refunding Bonds will be used to: (i) effect
the defeasance and discharge of the Agency Loans (which may be through the
establishment of refunding escrows), (ii) make deposit into debt service reserve funds, if
such deposits are required pursuant to the terms of the Indenture, and (iii) pay costs of
issuance of the Refunding Bonds.
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RESOLUTION NO. SA-RDA 059
O. There has been presented to this Board an analysis of the potential debt
service savings that will accrue as a result of issuance of the Refunding Bonds.
P. Pursuant to HSC Sections 34177.5(f) and 34180, the issuance of the
Refunding Bonds is subject to the Oversight Board's prior approval.
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR
AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY DOES HEREBY
RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. Recitals. The above recitals, and each of them, are true and
correct.
Section 2. Refundinq Bonds. The issuance of the Refunding Bonds in an
aggregate principal amount not exceeding $60,000,000, pursuant to the provisions of
HSC Section 34177.5, the Refunding Bond Law and the Indenture, is hereby approved
and authorized.
Section 3. Indenture. The Indenture, in the form attached as Attachment I, is
hereby approved. Each of the Chair of this Board, the Vice Chair of this Board and
the Executive Director of the Successor Agency (each, an Authorized Officer"), acting
individually, is hereby authorized to execute and deliver, for and in the name of the
Successor Agency, the Indenture in substantially such form, with changes therein as
the Authorized Officer may approve (such approval to be conclusively evidenced by the
execution and delivery thereof).
Section 4. OversiQht Board Action. The Oversight Board is hereby requested
to approve the Successor Agency's issuance of the Refunding Bonds. The Secretary
of the Successor Agency is hereby directed to transmit this Resolution to the Oversight
Board for consideration at the earliest possible date.
Section 5. Bond Purchase Aareement. Each of the Executive Director and
the Finance Officer of the Successor Agency, is hereby authorized to negotiate the
terms of a bond purchase agreement (the "Bond Purchase Agreement"), by and
between the Successor Agency and Stifel, Nicolaus & Company, Incorporated, as the
underwriter, regarding the sale of the Refunding Bonds; provided, that the Bond
Purchase Agreement shall be subject to the approval of this Board, in substantial final
form, before the execution and delivery thereof.
Section 6. Professionals for Refundinq. This Board hereby approves and
affirms, with respect to the issuance of the Refunding Bonds, the use of: (i) Richards,
Watson & Gershon, A Professional Corporation, to act as bond counsel, (ii) Best, Best
& Krieger LLP, to act as disclosure counsel, (iii) Del Rio Advisors, LLC, to act as
financial advisor, and (iv) Keyser Marston Associates, Inc, to act as fiscal consultant.
The Authorized Officers are authorized to execute, on behalf of the Successor Agency,
agreements to effectuate the engagement of such firms for this refunding.
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RESOLUTION NO. SA-RDA 059
Section 7. Other Acts. The members of this Board, the Chair, the Vice Chair,
the Executive Director, the Finance Officer and all other officers of the Successor ��
Agency, are hereby authorized, jointly and severally, to execute and deliver any and all
necessary documents and instruments and to do all things (including, but not limited to,
obtaining bond insurance or other types of credit enhancement, engagement of a
verification agent for the defeasance escrow) which they may deem necessary or
proper to effectuate the purposes of this Resolution. Any such previous action taken
by such officers are hereby ratified and confirmed.
APPROVED and ADOPTED this 13th day of October, 2016.
AYES: HARNIK, JONATHAN, TANNER, WEBER, and SPIEGEL
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
d
ROBERT A. SPIE EL, R
ATTEST:
RA ELLE D. KLASS , SECRETARY
SUCCESSOR AGENCY TO THE
PALM DESERT REDEVELOPMENT AGENCY
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RESOLUTION NO. SA-RDA 059
ATTACHMENTI
Indenture
(in substantial final form)
(see attached)
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RESOLUTION NO. SA-RDA 059
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RESOLUTION NO. SA-RDA 059
SUCCESSOR AGENCY TO THE
PALM DESERT REDEVELOPMENT AGENCY
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
INDENTURE
Dated as of January 1, 2017
Relating to
$
Successor Agency to the Palm Desert
Redevelopment Agency
Tax Allocation Refunding Bonds
2017 Scries H-A
$
Successor Agency to the Palm Desert
Redevelopment Agency
Taxable Tax Allocation Refunding Bonds
2017 Series H-B
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RESOLUTION NO. SA-RDA 059
TABLE OF CONTENTS (cont.)
Pa�e
ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; EQUAL SECURITY ...... 3
SECTION 1.01 Definitions . ...............................................................................................3
SECTION 1.02 Rules of Construction . ............................................................................ 16
SECTION 1.03 Equal Security ......................................................................................... 16
ARTICLE II TERMS OF BONDS; PROVISIONS RELATING TO EXECUTION
ANDDELIVERY .....................................................................................
SECTION 2.01 Authorization; Designation .................................................................
SECTION 2.02 Terms of Bonds ...................................................................................
SECTION 2.03 Form of Bonds . ...................................................................................
SECTION 2.04 Redemption of Bonds; General Provisions Relating to Redemption.
SECTION 2.05 Execution of Bonds .............................................................................
SECTION 2.06 Transfer and Registration of Bonds ....................................................
SECTION 2.07 Exchange of Bonds . ............................................................................
SECTION 2.08 Bond Registration Books ....................................................................
SECTION 2.09 Mutilated, Destroyed, Stolen or Lost Bonds ......................................
SECTION 2.10 Temporary Bonds . ..............................................................................
SECTION 2.11 Validity of Bonds ................................................................................
SECTION 2.12 Book-Entry System .............................................................................
....17
.... 17
....18
.... 19
....19
.... 23
.... 23
.... 24
.... 24
.... 24
.... 24
.... 25
.... 25
ARTICLE III ISSUANCE AND SALE OF BONDS; APPLICATION OF SALE
PROCEEDS; DEPOSIT OF RESERVE POLICIES ....................................26
SECTION 3.01 Sale of Bonds; Allocation of Proceeds among Funds and Accounts...... 26
SECTION 3.02 Deposit of Reserve Policies ....................................................................27
ARTICLE IV PLEDGED TAX REVENUES; CREATION OF FUNDS ................
SECTION 4.01 Pledge of Pledged Tax Revenues . ................................................
SECTION 4.02 Special Fund; Receipt and Deposit of Pledged Tax Revenucs;
Debt Service Fund . .......................................................................
SECTION 4.03 Division of Accounts for Record Kceping . ..................................
SECTION 4.04 Costs of Issuance Fund . ................................................................
SECTION 4.05 Establishment and Maintenance of Accounts for Use of
Moneys in the Debt Service Fund . ...............................................
SECTION 4.06 Investment of Moneys in Funds and Accounts .............................
ARTICLE V COVENANTS OF SUCCESSOR AGENCY ..................
SECTION 5.01 Punctual Payment and RC3PS Filings . ........................
SECTION 5.02 No Priority; No Additional Parity Bonds, Except for
Refunding Bonds; Other Obligations . ........................
SECTION 5.03 Protection of Security and Rights of Owners . ............
SECTION 5.04 Extension or Funding of Claims for Interest . .............
SECTION 5.05 Records and Accounts; Continuing Disclosure. .........
SECTION 5.06 Payment of Claims, Taxes and Other Charges.. .........
......... 27
......... 27
......... 28
......... 29
......... 30
30
33
........................... 33
........................... 33
........................... 34
........................... 34
........................... 34
........................... 34
........................... 35
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RESOLUTION NO. SA-RDA 059
TABLE OF CONTENTS (cont.)
Pa�e
SECTION 5.07 Tax Covenants . ....................................................................................... 35
SECTION 5.08 Further Assurances . ................................................................................ 35
ARTICLEVI TRUSTEE .....................................................................................................36
SECTION6.01 Trustee . ...................................................................................................36
SECTION 6.02 Indemnification .......................................................................................37
SECTION 6.03 Limitation on Liability ............................................................................37
SECTION 6.04 Reliance by Trustee . ...............................................................................40
SECTION 6.05 Merger or Consolidation .........................................................................40
SECTION 6.06 Acceptance of Instructions by Electronic Transmission . .......................40
ARTICLE VII AMENDMENT OF 1NDENTURE ..............................................................41
SECTION 7.01 Amendment by Consent of Owners ........................................................41
SECTION 7.02 Disqualified Bonds .. ...............................................................................42
SECTION 7.03 Endorsement or Replacement of Bonds After Amendment . ..................42
SECTION 7.04 Opinion of Counsel .................................................................................42
ARTiCLE Vlii EVENTS OF DEFAULT AND REMEDIES OF OWNERS .......................43
SECTION 8.01 Events of Default and Acceleration of Maturities . .................................43
SECTION 8.02 Application of Funds upon Acceleration ................................................44
SECTION 8.03 Other Remedies of Owners .....................................................................44
SECTION8.04 Non-Waiver . ...........................................................................................45
SECTION 8.05 Actions by Trustee as Attorney-in-Fact ..................................................45
SECTION 8.06 Remedies Not Exclusive .........................................................................45
SECTION 8.07 Owners' Direction of Proceedings ..........................................................45
SECTION 8.08 Limitation on Owners' Right to Sue .......................................................46
ARTICLE IX DEFEASANCE ...................................................................
SECTION 9.01 Discharge of Indebtedness .............................................
SECTION 9.02 Unclaimed Money� ........................................................
....................... 47
....................... 47
....................... 48
ARTICLEX BOND [NSURANCE ...................................................................................48
SECTION 10.01 Payment under Bond Insurance Policy ...................................................48
SECTION 10.02 Additional Rights of Bond Insurer . ........................................................48
SECTION 10.03 Suspension of Rights of Bond Insurer . ...................................................49
ARTICLE XI ADDITIONAL PROVISIONS RELATING TO RESERVE POLICIES ....49
SECTION 11.01 Draws on Reserve Policies and Repayment on Draws ...........................49
SECTION 11.02 Additional Rights of Bond Insurer as Provider of Reserve Policies. .....49
ARTICLE XII MISCELLANEOUS .....................................................................................49
SECTION 12.01 Liability of Successor Agency Limited to Pledged Tax
Revenues. ................................................................................................ 49
SECTION 12.02 Benefits of Indenture Limited to Parties ................................................. 50
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RESOLUTION NO. SA-RDA 059
TABLE OF CONTENTS (cont.)
Pa�e
SECTION 12.03
SECTION 12.04
SECTION 12.05
SECTION 12.06
SECTION 12.07
SECTION 12.08
SECTION 12.09
SECTION 12.10
SECTION 12.11
SECTION 12.12
SECTION 12.13
SECTION 12.14
APPENDIX A
APPENDIX B
APPENDIX C
Successor Deemed Included in All References to Predecessor .............. 50
Execution of Documents by Owners . ..................................................... 50
Waiver of Personal Liability ...................................................................51
Content of Certificates and Reports ........................................................ 51
Funds and Accounts ................................................................................51
Destruction of Cancelled Bonds .. ...........................................................51
CUSIPNumbers . ....................................................................................51
PartialInvalidity ..................................................................................... 52
Notices. ................................................................................................... 52
Execution in Several Counterparts . ........................................................ 53
BusinessDays .........................................................................................53
GoverningLaw ....................................................................................... 53
FORM OF 2017H-A BOND
FORM OF 2017H-B BOND
FORM OF COSTS OF ISSUANCE FUND REQUISITION
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RESOLUTION NO. SA-RDA 059
INDENTURE
This Indenture (this "Indenture"), dated as of January 1, 2017, is made and entered into
by and between the Successor Agency to the Palm Desert Redevelopment Agency, a public
body, organized and existing under and by virtue of the laws of the State of California (the
"Successor Agency"), as the successor entity to the Palm Desert Redevelopment Agency (the
"Former Agency") and U.S. Bank National Association, a national banking association duly
organized and existing under the laws of the United States of America, as trustee (the "Trustee");
RECITAI,S
A. The Former Agency was a redevelopment agency formed pursuant to the
Community Redevelopment Law, set forth in Part 1 of Division 24 of the Health and Safety
Code of the State of California ("HSC").
B. The Former Agency undertook a program to redevelop four project areas.
C. The Former Agency and the City of Palm Desert (the "City") executed and
delivered a Joint Exercise of Powers Agreement, dated as of January 26, 1989 (the "Joint
Powers Agreement"), which Joint Powers Agreement created and established the Palm Desert
Financing Authority (the "Authority").
D. To finance and refinance affordable housing projects, the Former Agency entered
into the loan agreements, including the following (together, the "Prior Loan Agreements"):
(i) lhe 2002 Housing Project Loan Agreement, dated as of August 1, 2002, by
and among the Former Agency, the Authority and BNY Western Trust
Company (as succeeded by U.S. Bank National Association), as trustee,
pursuant to which the Former Agency incurred a loan (the "2002 Loan");
and
(ii) the 2007 Housing Project Loan Agreement, dated as of February I, 2007,
by and among the Former Agency, the Authority and Wells Fargo Bank,
National Association (as succeeded by U.S. Bank National Association),
as trustec, pursuant to which the Former Agency incurred a loan (the
"2007 Loan," and together with the 2002 Loan, the "Prior Loans")
E. To provide funding for the 2002 Loan and the 2007 Loan, the Authority issued
the two series of bonds: (i) the Authority's Tax Allocation (Housing Set-Aside) Revenue Bonds,
Series 2002, and (ii) the Authority's Tax Allocation (Housing Set-Aside) Refunding Revenue
Bonds, Series 2007.
F. Pursuant to AB X 1 26 (enacted in June 2011), and the State Supreme Court's
decision in California Redevelnnment Associution, et al. v. Ana Mntosantos, et al., 53 Cal. 4th
2_i/ (2011), the Former Agency was dissolved as of February l, 2012, the Successor Agency was
constituted, and the Oversight Board to the Successor Agency (the "Oversight Board") was
established.
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RESOLUTION NO. SA-RDA 059
G. The Successor Agency is authorized to issue bonds (the "Bonds") to refund thc
Prior Loans, subject to the conditions precedent set forth in HSC Section 34177.5.
H. The Bonds will consist of two series: (i) the Successor Agency's Tax Allocation
Refunding Bonds, 2017 Series H-A (the "2017H-A Bonds") to refund the 2002 Loan, and (ii) the
Successor Agency's Taxable Tax Allocation Refunding Bonds, 2017 Series H-B (the "2017H-B
Bonds") to refund the 2007 Loan.
I. The Bonds of each series will be issued under the authority of HSC Section
34177.5 and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of
Title 5 of the California Government Code.
J. Pursuant to HSC 5ection 34177.5 and 34180, the issuance of the Bonds is subject
to the Oversight Board's prior approval and, pursuant to HSC Section 34179(h), all Oversight
Board actions are subject to review by the California State Department of Finance (the "DOF").
K. On , 2017, the Oversight Board adopted its Resolution No.
_(the "Oversight Board Resolution"), approving the issuance of the Bonds.
L. The DOF has issued a letter dated , 2017, coniirming the DOF's
approval of Oversight Board Resolution.
M. The Successor Agency has determined that the Bonds will be issued pursuant to
this Indenture. " ."
N. The Successor Agency has determined that all acts and things have been done and
performed which are necessary to make Indenture a valid and binding agreement for the security
of the Bonds authenticated and delivered hereunder.
NOW THEREFORE, TH1S INDENTURE WITNESSETH, that in order to secure the
payment of the principal of, and the interest and premium, if any, 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 set forth therein and in this
Indenture, 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 contained
in this Indenture and of the purchase and acceptance of the Bonds by Owners thereof, and for
other valuable consideration, the receipt whereof is hereby acknowledged, the Successor Agency
does hereby covenant and agree with the Trustee, for the benefit of the respective holders from
time to time of the Bonds, as follows:
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RESOLUTION NO. SA-RDA 059
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION; EQUAL SECURITY
SECTION 1.01 Definitions. Unless the context otherwise requires, the terms defined in
this Section shall for all purposes of this Indenture and the Bonds and of any certificate, opinion,
report, request or other document herein or therein mentioned have the meanings speci�ed
below.
"2002 Loan" means the loans incurred by the Former Agency (as succeeded by the
Successor Agency) pursuant to that certain 2002 Housing Project Loan Agreement, dated as of
August 1, 2002.
"2007 Loan" means the loans incurred by the Former Agency (as succeeded by the
Successor Agency) pursuant to that certain 2007 Housing Project Loan Agreement, dated as of
February 1, 2007.
"2017 Escrow A�reement" means the Housing Bonds Escrow Agreement, dated as of
January 1, 2017, by and among the Authority, the Successor Agency, and U.S. Bank National
As�ociation, as trustee and escrow agent, pertaining to the prepayment and discharge of the Prior
Loans (and the corresponding defeasance of related bonds issued by the Authority).
"2017H-A Bonds" means the Successor Agency's Tax Allocation Refunding Bonds,
2017 Series H-A, issued under this Indenture.
"2017H-A COI Account" means the account by that name established for the 2017H-A
Bonds within the Costs of Issuance Fund by the Trustee pursuant to Section 4.05(d).
"2017H-A Reserve Policy" means the [Debt Service Reserve Insurance Policy] issued by
the Bond Insurer for the credit of the 2017H-A Reserve Subaccount upon issuance of the 2017H-
A Bonds, which is a Quali�ed Reserve Account Credit Instrument.
"2017H-A Reserve Subaccount" means the subaccount by that name established for the
2017H-A Bonds within the Reserve Account by the Trustee pursuant to Section 4.05(d).
"2017H-B Bonds" means the Successor Agency's Taxable Tax Allocation Refunding
Bonds, 2017 Series H-B, issued under this Indenture.
"2017H-B COI Account" means the account by that name established for the 2017H-B
Bonds within the Costs of Issuance Fund by the Trustee pursuant to Section 4.05(d).
"2017H-B Reserve Policy" means the [Debt Service Reserve Insurance Policy] issued by
the Bond Insurer for the credit of the 2017H-B Reserve Subaccount upon issuance of the 2017H-
B Bonds, which is a QualiCed Reserve Account Credit Instrument.
"2017H-B Reserve Subaccount" means the subaccount by that name established for the
2017H-B Bonds within the Reserve Account by the Trustee pursuant to Section 4.05(d).
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RESOLUTION NO. SA-RDA 059
"Annual Debt Service," with respect to the Outstanding Bonds for which the calculation
is being made, means for each Bond Year, the sum of (1) the interest falling due on such
Outstanding Bonds in that Bond Year, assuming that all Outstanding Serial Bonds are retired as
scheduled and that all Outstanding Term Bonds, if any, are redeemed from the Sinking Account,
as may be scheduled (except to the extent that such interest is to be paid from the proceeds of
sale of any Bonds), (2) the principal amount of such Outstanding Serial Bonds, if any, maturing
by their terms in such Bond Year, and (3) the minimum principal amount of such Outstanding
Term Bonds required to be paid or called and redeemed in such Bond Year.
"Avera�e Annual Debt Service" means the average Annual Debt Service over all Bond
Years.
"Authoritv" means the Palm Desert Financing Authority, a joint powers authority formed
pursuant to a Joint Exercise of Powers Agreement, dated as of January 26, 1989, by and between
the City and the Former Agency.
"Authorized Officer" means, with respect to the Successor Agency, the Chair (ex-officio
the Mayor of the City), the Vice Chair (ex-o�cio the Mayor Pro Tem of the City), the Executive
Director of the Successor Agency (ex-officio the City Manager of the City) and the Finance
Officer (ex-officio the Finance Director of the City), or any other ofiicer of the Successor Agency
duly authorized to act on behalf of the Successor Agency for purposes of this Indenture.
"Authorized Investments" means any of the following which at the time of investment
are legal investments under the laws of the State for the moneys proposed to be invested therein
(the Trustee is entitled to conclusively rely on a Written Request of the Successor Agency
directing investment in such Authorized Investment as a certification by the Successor Agency to
the Trustee that such Authorized Investment is a legal investment under the laws of the State):
(i) Direct obligations of the United States of America (including obligations
issued or held in book-entry form on the books of the Department of the Treasury, and CATS
and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed
by the United States of America. For purposes of this paragraph (i), "obligations the principal of
and interest on which are unconditionally guaranteed by the United States of America" include
without limitation tax exempt obligations of a state or a political subdivision thereof which have
been defeased under irrevocable escrow instructions with non-callable obligations for which the
full faith and credit of the United States of America are pledged for the payment of principal and
interest.
(ii) Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following federal agencies, provided such obligations are backed by the
full faith and credit of the United States of America (provided that stripped securities are only
permitted if they have been stripped by the agency itsel�:
(a) U.S. Export-Import Bank (Eximbank) Direct obligations or fully
guaranteed certificates of beneficial ownership
(b) Farmers Home Administration (FmHA) Certificates of beneficial
ownership
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RESOLUTION NO. SA-RDA 059
(c) Federal Financing Bank
(d) Federal Housing Administration Debentures (FHA)
(e) General Services Administration Participation certificates
(� Government National Mortgage Association (GNMA or "Ginnie
Mae") GNMA - guaranteed mortgage-backed bonds GNMA -
guaranteed pass-through obligations
(g) U.S. Maritime Administration Guaranteed Title XI �nancing
(h) U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed
debentures
U.S. Public Housing Notes and Bonds - U.S. government
guaranteed public housing notes and bonds
(iii) Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following non-full faith and credit U.S. government agencies (provided
that stripped securities are only permitted if they have been stripped by the agency itsel�:
(a) Federal Home Loan Bank System Senior debt obligations
(b) Federal Home Loan Mortgage Corporation (FHLMC or "Freddie
Mac") Participation Certificates Senior debt obligations
(c) Federal National Mortgage Association (FNMA or "Fannie Mae")
Mortgage-backed securities and senior debt obligations
(d) Resolution Funding Corp. (REFCORP) obligations
(iv) Money market funds, including funds for which the Trustee or its afiiliates
provide investment advisory or other management services, registercd under the Federal
Investment Company Act of 1940, whose shares are registered under the Federal Securities Act
of 1933, and having a rating by S&P of "Aam" or "AAm-G" by S&P, or better; provided, that
such money market funds are invested solely in U.S. Treasury, U.S. government agencies or U.S.
local government obligations.
(v) Certificates of deposit secured at all times by collateral described in
paragraph (i) and/or paragraph (ii) above; provided that such certificates must be issued by
commercial banks (including the Trustee and its affiliates), savings and loan associations or
mutual savings banks and provided further that the collateral must be held by a third party and
the Trustee on behalf of the Owners must have a perfected first security interest in the collateral.
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RESOLUTION NO. SA-RDA 059
(vi) Repurchase Agrecments for 30 days or less must follow the following ,
criteria. Repurchase Agreements which exceed 30 days must be acceptable to the Bond Insurer.
Purchase agreements that provide for the transfcr of securities from a dealer bank or securities
firm (seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from a
municipal entity to the dealer bank or securities firm with an agreement that the dealer bank or
securities firm must repay the cash plus a yield to the municipal entity in exchange for the
securities at a specified date.
(vii) Certificates of deposit, savings accounts, deposit accounts or money
market deposits which are fully insured by the Federal Deposit Insurance Corporation, including
BIF and SAIF, and including those of the Trustee and its affiliates.
(viii) Investment agreements, including guaranteed investment contracts,
forward purchase agreements and reserve fund put agreements acceptable to the Bond Insurer.
(ix) Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's
and "A-1" or better by S&P.
(x) Bonds or notes issued by any state or municipality which are rated by
Moody's and S&P in one of the two highest rating categories assigned by such agencies.
(xi) Federal funds or bankers acceptances with a maximum term of one year of
any bank (including the Trustee and its affiliates) which has an unsecured, uninsured and
unguaranteed obligation rating of "Prime - 1" or "A3" or better by Moody's and "A-1" or "A" or
better by S&P.
(xii) Any other investments which meet the criteria established by applicable
published investment guidelines issued by each rating agency then rating the Bonds;
(xiii) Any state administered pool investment fund in which the Successor
Agency is statutorily permitted or required to invest will be deemed a permitted investment,
including, but not limited to the Local Agency lnvestment Fund in the treasury of the State; or
(xiv) Shares of benefcial interest issued by the California Asset Management
Trust, a common law trust established under the laws of the State.
"Book-Entry Bonds" means Bonds registered in the name of the Nominee of a
Depository as the Owner thereof pursuant to the terms and provisions of Section 2.12 of this
Indenture.
"Bond Insurance Policv" means the insurance policy issued by the Bond Insurer
guaranteeing the scheduled payment of principal of and interest on the Bonds when due.
`Bond Insurer" means , a
any successor thereto or assignee thereof.
or
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RESOLUTION NO. SA-RDA 059
"Bond Year" means each twelve month period extending from October 2 in one calendar
year to October 1 of the succeeding calendar year, both dates inclusive; except that the first Bond
Year shall extend from the Closing Date to October 1, 2017.
"Bond Year Requirement" has the meaning given to such term in Section 4.02(�.
"Bonds" means together, the 2017H-A Bonds and the 2017H-B Bonds.
`Book-Entry Bonds" means the Bonds registered in the name of the nominee of DTC, as
the registered owner thereof, pursuant to the terms and provisions of Section 2.12.
"Business Dav" means a day other than: (i) a Saturday or a Sunday or (ii) a day on which
the banks located in the city where the corporate trust office of the Trustee is located are required
or authorized to remain closed.
"Certificate of the Successor A�encX" means an instrument in writing signed by an
Authorized Officer of the Successor Agency.
"Citv" means the City of Palm Desert, California.
"Closing Date" means January , 2017.
"Code" means the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder.
"Consultant's Report" means a report signed by an Independent Financial Consultant or
an Independent Redevelopment Consultant, as may be appropriate to the subject of the report,
and including:
(1) a statement that the person or firm making or giving such report has read
the pertinent provisions of this Indenture to which such report relates;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the report is based;
(3) a statement that, in the opinion of such person or firm, sufficient
examination or investigation was made as is necessary to enable said independent Financial
Consultant or Independent Redevelopment Consultant to express an informed opinion with
respect to the subject matter referred to in the report.
"Continuing Disclosure A�reement" means the continuing disclosure undertakings of the
Successor Agency with respect to the Bonds in connection with Securities Exchange
Commission Rule I Sc2-12, as originally executed and as the same may be amended and
supplemented from time to time in accordance to the terms thereof.
"Costs of Issuance Fund" means the fund by that name held by the Trustee pursuant to
Section 4.04.
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RESOLUTION NO. SA-RDA 059
"County" means the Counry of Riverside, California.
"County Auditor-Controller" means the Auditor-Controller of the County.
"Debt Service Fund" means the Series-H Debt Service Fund held by the Trustee pursuant
to Section 4.02.
"Depository" means any securities depository acting as Depository pursuant to
Section 2.12 of this Indenture.
"Dissolution Act" means Parts 1.8 (commencing with Section 34161) and 1.85
(commencing with Section 34170) of Division 24 of the HSC, as previously amended and as the
same may be further amended from time to time.
"DTC" means The Depository Trust Company, New York, New York, and its successors
and assigns.
"Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fde, arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) if the investment is traded
on an established securities market (within the meaning of section 1273 of the Code) and,
otherwise, the term "fair market value" means the acquisition price in a bona fide arm's length
transaction (as referenced above) if: (i) the investment is a certificate of deposit the value of
which is determined in accordance with applicable regulations under the Code, (ii) the
investment is an agreement with specifically negotiated withdrawal or reinveslment provisions
and a specifically negotiated interest rate (for example, a guaranteed investment contract, a
forward supply contract or other investment agreement) the value of which is determined in
accordance with applicable regulations under the Code, (iii) the investment is a United States
Treasury Security-State and Local Government Series that is acquired in accordance with
applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the
Local Agency Investment Fund of the State, but only if at all times during which the investment
is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably
comparable direct obligation of the United States of America.
"Federal Securities" means United States Treasury notes, bonds, bills or certificates of
indebtedness, or other evidences of indebtedness secured by the full faith and credit of the United
States of America; and also any securities now or hereafter authorized both the interest on and
principal of which are guaranteed directly by the full faith and credit of the United States of
America, as and to the extent that such securities are eligible for the legal investment of
Successor Agency funds.
"Fiscal Year" means the period commencing on July 1 of each year and terminating on
the next succeeding June 30, or any other annual accounting period hereafter selected and
designated by the Successor Agency as its Fiscal Year in accordance with the Law and identified
in writing to the Trustee.
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RESOLUTION NO. SA-RDA 059
"Former A e�ncX" means the former Palm Desert Redevelopment Agency, a
redevelopment agency established and existed under the Law, which was dissolved on February
1, 2012 pursuant to the Dissolution Act.
"HSC" means the Health and Safety Code of the State.
"Indenture" means this Indenture, as may be amended from time to time in accordance
with the terms hereof.
"Independent Certified Public Accountant" means any certified public accountant or firm
of such accountants duly licensed and entitled to practice and practicing as such under the laws
of the State of California, appointed and paid by the Successor Agency, and who, or each of
whom:
(1) is in fact independent and not under the domination of the Successor
Agency;
(2) does not have any substantial interest, direct or indirect, with the
Successor Agency; and
(3) is not connected with the Successor Agency as a member, officer or
employee of the Successor Agency, but who may be regularly retained to make annual or other
audits of the books of or reports to the Successor Agency.
"Independent Financial Consultant" means a financial consultant or firm of such
consultants generally recognized to be well qualified in the fnancial consulting �eld, appointed
and paid by the Successor Agency and who, or each of whom:
(1) is in fact independent and not under the domination of the Successor
Agency;
(2) does not have any substantial interest, direct or indirect, with the
Successor Agency; and
(3) is not connected with the Successor Agency as a member, officer or
employee of the Successor Agency, but who may be regularly retained to make annual or other
reports to the Successor Agency.
"Independent Redevelopment Consultant" means a consultant or firm of such consultants
generally recognized to be well qualified in the feld of consulting relating to tax allocation bond
financing by California redevelopment agencies, appointed and paid by the Successor Agency,
and who, or each of whom:
(1) is in fact independent and not under the domination of the Successor
Agency;
(2) does not have any substantial interest, direct or indirect, with the
Succcssor Agcncy; and
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RESOLUTION NO. SA-RDA 059
(3) is not connected with the Successor Agency as a member, officer or
employee of the Successor Agency, but who may be regularly retained to make annual or other
reports to the Successor Agency.
"Information Services" means the Electronic Municipal Market Access System (referred
to as "EMMA"), a facility of the Municipal Securities Rulemaking Board, at
www.emma.msrb.or�; provided, however, in accordance with then current guidelines of the
Securities and Exchange Commission, Information Services shall mean such other facilities or
organizations providing information with respect to called bonds as may be designated to the
Trustee in writing.
"Interest Account" means the account by that name within the Debt Service Fund held by
the Trustee pursuant to Section 4.05(a).
"Interest Payment Date" means, with respect to the Bonds, each April 1 or October 1, on
which interest on the Bonds is scheduled to be paid, commencing [April] 1, 2017.
"Law" means the Community Redevelopment Law of the State of California (being Part
1 of Division 24 of the Health and Safety Code of the State of California, as amended), and all
laws amendatory thereof or supplemental thereto, including the Dissolution Act.
"Letter of Representations" means the Blanket Issuer Letter of Representations, dated
, 2017, from the Successor Agency to the Depository, qualifying bonds issued by
the Successor Agency for the Depository's book-entry system as originally executed or as it may
be supplemented or revised or replaced by a letter to a substitute depository.
"Maximum Annual Debt Service" means, with respect to the Outstanding Bonds for
which the calculation is being made, the largest Annual Debt Service during the period from the
date of calculation through the final maturity date of such Bonds.
"Mood.�" means Moody's Investors Service and its successors and assigns, or, if such
corporation shall be dissolved or liquidated or shall no longer perform the functions of a
securities rating agency, any other nationally recognized securities rating agency designated by
the Successor Agency.
"Nominee" means Cede & Co., or another nominee of the Depository, which may be the
Depository, as determined from time to time pursuant to Section 2.12 of this �ndenture.
"Obli atg ions" means obligations of the Successor Agency and includes, without
limitation, bonds, notes, interim certificates, debentures or other obligations.
"Outstandin�" when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 8.02) all Bonds except
(1) Bonds theretofore canceled by the Trustee or surrendered to the Trustee
for cancellation;
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RESOLUTION NO. SA-RDA 059
(2) Bonds paid or deemed to have been paid within the meaning of Section
9.01; and
(3) Bonds in lieu of or in substitution for which other Bonds shall have been
authorized, executed, issued and delivered by the Successor Agency pursuant to the Indenture.
"Oversight Board" means the oversight board to the Successor Agency established
pursuant to HSC Section 34179.
"Owner" means the registered owner of any Outstanding Bond according to the
registration books held by the Trustee pursuant to Section 2.08.
"PA 1 Redevelopment Plan" means the redevelopment plan for the Project Area No. 1,
As Amended, adopted and approved by Ordinance No. 80, adopted by the City Council of the
City on July 16, 1975, and together with all amendments thereto (including pursuant to
Ordinance No. 157 adopted on March 24, 1977, Ordinance No. 166 adopted on August 25, 1977,
Ordinance No. 275 adopted on November 25, 1981, Ordinance No. 324 adopted on October 13,
1983, Ordinance No. 397 adopted on November 29, 1984, Ordinance No. 484 adopted on
December 11, 1986, Ordinance No. 589 adopted on December 7, 1989, Ordinance No. 628
adopted on January 24, 1991, Ordinance No. 629 adopted on January 24, 1991, Ordinance 765
adopted on December 8, 1994, Ordinance No. ] 035 adopted on February 27, 2003 and
Ordinance No. ]082 adopted on December 9, 2004).
"PA 2 Redevelopment Plan" means the Redevelopment Plan for the Project Area No. 2,
adopted and approved by Ordinance No. 509, adopted by the City Council of the City on July 15,
1987, and together with all amendments thereto (including pursuant to Ordinance 766 adopted on
December 8, 1994, Ordinance No. 1036 adopted on February 27, 2003, and Ordinance No. 1083
adopted on December 9, 2004).
"PA 3 Redevelopment Plan" means the Redevelopment Plan for the Project Area No. 3,
adopted and approved by Ordinance No. 652, adopted by the City Council of the City on July 17,
1991, and together with all amendments thereto (including pursuant to Ordinance 767 adopted on
December 8, 1994, Ordinance No. 1062 adopted on February 27, 2003 and Ordinance No. 1084
adopted on December 9, 2004).
"PA 4 Redevelopment Plan" means the Redevclopment Plan for the Project Area No. 4,
adopted and approved by Ordinance No. 724, adopted by the City Council of the City on July 19,
1993, and together with all amendments thereto (including pursuant to Ordinance 768 adopted on
December 8, 1994, Ordinance No. 1063 adopted on February 26, 2004 and Ordinance No. 1085
adopted on December 9, 2004).
"Parity Obli at�" means any Obligations incurred pursuant to Section 5.02 payable
from, and secured by a lien on and pledge of, Pledged Tax Revenues on a parity with the Bonds.
"Parity Reserve Accounts" means the debt service reserve account(s), if any, to be
established and maintained for Parity Obligations, as required by the indenture (or similar
instrument) governing the Parity Obligations.
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RESOLUTION NO. SA-RDA 059
"Participants" means those broker-dealers, banks and other financial institutions from y,
time to time for which the Depository holds Book-Entry Bonds as securities depository.
"Pass-Through Agreements" means, collectively, the following agreements entered into
by the Former Agency pursuant to Section 33401 of the Law:
(A) with respect to Project Area No. 1, As Amended —(i) the County of Riverside, (ii)
the Coachella Valley Mosquito Abatement District, (iii) the Coachella Valley
Recreation and Park District, (iv) the Coachella Valley Water District, (v) the
Desert Community College District, (vi) the Desert Sands Unified School District
and (vii) the Riverside County Superintendent of Schools;
(B) with respect to Project Area No. 2—(i) the County of Riverside, (ii) the Coachella
Valley Community College District, (iii) the Coachella Valley Mosquito
Abatement District, (iv) the Desert Sands Unified School District, (v) the Palm
Springs Unified School District and (vi) the Riverside County Superintendent of
Schools;
(C) with respect to Project Area No. 3—(i) the County of Riverside, (ii) the Coachella
Valley Mosquito Abatement District, (iii) the Coachella Valley Recreation and
Park District, (iv) the Coachella Valley Water District, (v) the Desert Community
College District, (vi) the Desert Sands Unified School District and (vii) the
Riverside County Superintendent of School; and �,
(D) with respect to Project Area No. 4—(i) the Desert Sands Unifed School District,
(ii) the Desert Community College District, (iii) the Coachella Valley Mosquito
Abatement District, (iv) the Coachella Valley Recreation and Park District, (v) the
Coachella Valley Water District, (vi) the Coachella Valley Resource Conservation
Center and (vii) the Riverside County Superintendent of Schools District (sic).
"Pled�ed Tax Revenues" means the portion of the Tax Revenues required to be depo�ited
by the County Auditor-Controller into the RPTTF that is equal to the dollar amount that the
Former Agency would have been required to deposit into the Low and Moderate Income
Housing Fund pursuant to Sections 333342 and 33334.3 of the Law, if the Former Agency had
not been dissolved and such provisions were applicable in each fiscal year that the Bonds remain
Outstanding.
"Principal Account" means the account by that name within the Debt Service Fund held
by the Trustee pursuant to Section 4.05(b).
"Principal Payment Date" means each October 1 on which principal of any Bond is
scheduled to be paid.
"Principal Reserve" has the meaning given to such term under Section 4.02.
"Prior Loans" means, together, the 2002 Loan and the 2007 Loan.
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RESOLUTION NO. SA-RDA 059
"Project Area No. 1, As Amended" means the project area described and defined in the
PA 1 Redevelopment Plan.
"Project Area No. 2" means the project area described and defined in the PA2
Redevclopment Plan.
"Project Area No. 3" means the project area described and defned in the PA3
Redevelopment Plan.
"Project Area No. 4" means the project area described and defined in the PA4
Redevelopment Plan.
"Project Areas" means, collectively, Project Area No. 1, As Amended, Project Area No.
2, Project Area No. 3 and Project Area No. 4.
"Qualified Reserve Account Credit In1trument" means an irrevocable standby or direct-
pay letter of credit, surety bond or insurance policy issued by a commercial bank or insurance
company and deposited with the Trustee pursuant to Section 4.05(d), provided that all of the
following requirements are met: (i) at the time of issuance of the instrument, the long-term
credit rating of such bank is within the two highest rating categories (without regards to any
numerical or "+/-" modifier) of Moody's or S&P, or lhe claims paying ability of such insurance
company is rated within the two highest rating categories (without regards to any numerical or
"+/-" modifier) of S&P or A.M. Best & Company, or if any of the Bonds arc insured, thc long-
term credit rating of such bank or claims paying ability of such insurance company is at least as
high as the insured rating of the Bonds; (ii) such letter of credit, surety bond or insurance policy
has a term which ends no earlier than the last Interest Payment Date of the Bonds to which the
Reserve Requirement applies; (iii) such letter of credit, surety bond or insurance policy has a
stated amount at least equal to the portion of the Reserve Requirement with respect to which
funds are proposed to be released pursuant to Section 4.05(d); and (iv) the Trustee is authorized
pursuant to the terms of such letter of credit, surety bond or insurance policy to draw thereunder
amounts necessary to carry out the purposes specified in Section 4.05(d), including the
replenishment of the Interest Account, the Principal Account or the Sinking Account.
Bonds.
"Rebate Amount" has the meaning ascribed to il in lhe Tax Certificate relating to the
"Record Date" means, with respect to any Interest Payment Date, the fifteenth calendar
day of the month immediately preceding such Interest Payment Date, whether or not such day is
a Business Day.
"Redevelopment Obligation Retirement Fund" means the fund by that name established
and held by the Successor Agency pursuant to HSC Section 34170.5.
"Refunding Bond Law" means Article 11 (commencing with Section 53580) of Chapter 3
of Part 1 of Division 2 of Title 5 of the Government Code of the State.
"Reserve Account" means the account by that name within the Debt Service Fund held
by the Trustce pursuant to Section 4.05(d).
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RESOLUTION NO. SA-RDA 059
"Reserve Policies" means the 2017H-A Reserve Policy and the 2017H-B Reserve Policy.
"Reserve Subaccount" means either of the 2017H-A Reserve Subaccount or the 2017H-
B Reserve Subaccount.
"Reserve Requirement" means, for each series of Bonds, as of the date of calculation, an
amount equal to the least of (i) ten percent of the sum of the original stated principal amounts of
the Bonds of such series at issuance, (ii) 125 percent of Average Annual Debt Service of the
Outstanding Bonds of such series or (iii) Maximum Annual Debt Service of the Outstanding
Bonds of such series.
"ROPS" means a Recognized Obligation Payment Schedule, prepared by the Successor
Agency pursuant to the Dissolution Act (including HSC Section 34177 and Section 34191.6), on
which the Successor Agency's anticipated payments for enforceable obligations for the
upcoming ROPS Payment Period(s) are listed.
"ROPS Period" means the annual fiscal period (commencing on each July 1) covered by
a ROPS; provided that if the Dissolution Act is hereafter amended, such that each ROPS covers a
iiscal period of a different length, then "ROPS Period" shall mean such other fiscal period per
the Dissolution Act, as amended.
"ROPS Payment Period" means the six month fiscal period (commencing on each
January 1 and July 1) during which moneys distributed on a RPTTF Distribution Date are
permitted to be expended under the Dissolution Act; provided that if the Dissolution Act is
hereafter amended, such that each ROPS Payment Period covers a fiscal period of a different
length, then "ROP5 Payment Period" shall mean such other fiscal period per the Dissolution Act,
as amended.
"RPTTF" means the Redevelopment Property Tax Trust Fund established and held by the
County Auditor-Controller pursuant to HSC Section 34172(c) and 34170.5, into which the
property tax revenues that would have been allocated to the Former Agency pursuant to
subdivision (b) of Section 16 of Article XVI of the Constitution of the State are deposited and
administered in accordance with the provisions of the Dissolution Act.
"RPTTF Disbursement Date" means each January 2 and June 1(or such other date(s) as
provided in the Dissolution Act) on which the County Auditor-Controller is required pursuant to
the Dissolution Act to disburse moneys deposited in the RPTTF to the Successor Agency for
payment on enforceable obligations pursuant to an approved ROPS.
"S&P" means S&P Global Ratings, its successors and assigns, or, if such corporation
shall be dissolved or liquidated or shall no longer perform the functions of a securities rating
agency, any other nationally recognized securities rating agency designated by the Successor
Agency.
"Securities DepositorX" means The Depository Trust Company, 55 Water Street, New
York, New York 10041, or such other addresses provided by the DTC; or in accordance with
then applicable guidelines of the Securities and Exchange Commission, such other securities
depository or no security depository, as designated to the Trustee in writing.
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RESOLUTION NO. SA-RDA 059
"Serial Bonds" means Bonds for which no mandatory sinking account payments are
provided.
"Sinkin� Account" means the account by that name within the Debt Service Fund held by
the Trustee pursuant to Section 4.05(c).
"Sinkin� Account Installment" means the amount of money required by or pursuant to
this Indenture to be paid by the Successor Agency on any single date toward the retirement of
any particular Term Bonds on or prior to their respective stated maturities.
"Sinkin� Account Payment Date" means any date on which Sinking Account
Installments on any Term Bonds are scheduled to be paid.
"Special Fund" means the Series-H Special Fund held by the Successor Agency pursuant
to Section 4.02.
"State" means the State of California.
"State Department of Finance" means the California Department of Finance.
"Successor A e�nCX" means lhe Successor Agency to the Palm Desert Redevelopment
Agency, which was established pursuant to the Dissolution Act as the successor to the Former
Agency.
"Supplemental Indenture" means any indenture then in full force and effect which has
been entered into by the Successor Agency and the Trustee, amendatory of or supplemental to
this Indenture; but only if and to the extent that such Supplemental Indenture is specifically
authorized under this Indenture.
"Tax Certiiicate" means the Certi�cate Regarding Compliance with Certain Tax Matters
(or similar document) pertaining to the use and investment of proceeds of the 2017H-A Bonds,
executed and delivered by an Authorized Officer of the Successor Agency on the Closing Date,
including any and all exhibits and attachments thereto.
"Tax-Exempt" means, with respect to interest on any obligations of a state or local
government, including the interest on the Tax-Exempt Bonds, that such interest is excluded from
gross income for federal income tax purposes whether or not such interest is includable as an
item of tax preference or otherwise includable directly or indireclly for purposes of calculating
tax liabilities, including any alternative minimum tax, under the Code.
"Tax Revenues" has the following meaning:
(a) All property taxes deposited from time to time into the RPTTF (consisting
of all property tax revenues that would have been allocated to the Former Agency pursuant to
subdivision (b) of Section 16 of Article XVI of the Constitution of the State and that are
deposited and administered in accordance with the provisions of the Dissolution Act).
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RESOLUTION NO. SA-RDA 059
(b) In the event that the provisions of the Dissolution Act are invalidated
r.�
bccause of a final judicial decision or a change in law, such that property tax revenues described
above are in longer deposited into the RPTTF, then Tax Revenues shall mean all revenues
derived from taxes levied on properties that would have been allocated to the Former Agency
pursuant to Section 16(b) of Article XVI of the California Constitution.
"Term Bonds" means Bonds which are payable on or before their specified maturity
dates from mandatory sinking account payments established for that purpose and calculated to
retire such Bonds on or before their specified maturity dates.
"Total Mawrity Amount" means with respect to any Outstanding Bond, the aggregate
principal amount thereof.
"Trust Office" means the corporate trust office of the Trustee at the address set forth in
Section 12.11; rovided, however, for transfer, registration, exchange, payment and surrender of
Bonds, "Trust Office" means the corporate trust office of U.5. Bank National Association in St.
Paul, Minnesota, or such other office designated by the Trustee from time to time.
"Trustee" means U.S. Bank National Association, and its successors and assigns, or any
other corporation or association which may at any time be substituted in its place, as provided in
Section 7.01.
"Underwriter" means Stifel, Nicolaus & Company, Incorporated.
"Written Request of the Successor A�n�" means an instrument in writing signed by an
Authorized Officer of the Successor Agency.
SECTION 1.02 Rules of Construction.
(a) Unless the context otherwise indicates, words expressed in the singular
shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is
for convenience only and shall be deemed to include the neuter, masculine or feminine gender,
as appropriate.
(b) Headings of articles and sections in and the table of contents of this
Indenture are solely for convenience of reference, do not constitute a part hereof and shall not
affect the meaning, construction or effect hereof.
(c) Unless otherwise indicated, 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.
SECTION 1.03 Equal Security. In consideration of the acceptance of the Bonds by the
Owners thereof, the Indenture shall be deemed to be and shall constitute a contract between the '"
Successor Agency and the Trustee for the benefit of Owners from time to time of all Bonds
issued under this Indenture and then Outstanding to secure the full and final payment of the
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RESOLUTION NO. SA-RDA 059
interest on and principal of and redemption premiums, if any, on all Bonds authorized, executed,
issued and delivered under this Indenture; and the agreements and covenants set forth in this
Indenture to be performed on behalf of the Successor Agency shall be for the equal and
proportionate benefit, security and protection of all Owners of the Bonds without preference,
priority or distinction as to security or otherwise of any Bonds over any other Bonds, subject to
the agreements, conditions, covenants and provisions contained in this Indenture.
ARTICLE II
TERMS OF BONDS; PROVISIONS RELATING TO EXECUTION AND DELIVERY
SECTION 2.01 Authorization; Desi nation.
(a) The Successor Agency has reviewed all proceedings heretofore taken
reiative to the authorization of the Bonds and has found, as a result of such review, and hereby
finds and determines that all acts, conditions and things 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 authorized pursuant to each and every requirement of law, to
issue the Bonds in the manner and form provided in this Indenture. Accordingly, the Successor
Agency hereby authorizes the issuance of the 2017H-A Bonds for the purpose of refunding the
2002 Loan and the issuance of the 2017H-B Bonds for the purpose of refunding the 2017H-B
Loans.
(b) The Successor Agency may at any time execute and deliver the 2017H-A
Bonds, designated the Successor Agency to the Palm Desert Redevelopment Agency Tax
Allocation Refunding Bonds, 2017 Series H-A, authorized to be issued under this Indenture, in
the aggregate principal amount of Dollars ($ ). Upon the
Written Request of the Successor Agency, the Trustee shall authenticate and deliver the
2017H-A Bonds.
(c) The Successor Agency may at any time execute and deliver the 2017H-B
Bonds, designated the Successor Agency to the Palm Desert Redevelopment Agency Taxable
Tax Allocation Refunding Bonds, 2017 Series H-B, authorized to be issued under this Indenture,
in the aggregatc principal amount of Dollars ($ ).
Upon the Written Request of the Successor Agency, the Trustee shall authenticate and deliver
the 2017H-B Bonds
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RESOLUTION NO. SA-RDA 059
SECTION 2.02 Terms of Bonds.
(a) The 2017H-A Bonds shall be dated as of the Closing Date, shall mature on
October 1 in each of the years and in the amounts, and shall bear interest (calculated on the basis
of a 360-day year of twelve 30-day months) at the rates, as follows:
Year Principal Interest
(October 1) Amount Rate
(b) The 2017H-B Bonds shall be dated as of the Closing Date, shall mature on
October 1 in each of the years and in the amounts, and shall bear interest (calculated on the basis
of a 360-day year of twelve 30-day months) at the rates, as follows:
Year Principal Interest
(October 1) Amount Rate
(c) The Bonds of each series shall be delivered in fully registered form,
numbered from one upwards in consecutive numerical order, and shall be executed and delivered
in the denominations of $5,000 or any integral multiple thereof
�
(d) Each Bond of each series shall bear interest from the lnterest Payment
Date immediately preceding the date of authentication thereof, unless (i) it is authenticated
during the period from the day after the Record Date for an Interest Payment Date to and
including such Interest Payment Date, in which event it shall bear interest from such Interest ��
Payment Date, or (ii) it is authenticated on or prior to the Record Date for the first Interest
Payment Date, in which event it shall bear interest from the Closing Date; provided, however,
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RESOLUTION NO. SA-RDA 059
that if, at the time of authentication of any Bond, interest with respect to such Bond is in default,
such Bond shall bear interest from the Interest Payment Date to which interest has been paid or
made available for payment with respect to such Bond.
Interest with respect to any Bond shall be payable in lawful money of the United
States of America on each Interest Payment Date to the Owner thereof as of the close of business
on the Record Date, such interest to be paid by check of the Trustee, mailed by first class mail or
draft on the Interest Payment Date to the Owner at such Owner's address as it appears, on such
Record Date, on the bond registration books maintained by the Trustee; provided, however, that
at the written request of the Owner of Bonds in the aggregate principal amount of $1,0(}0,000 or
more fled with the Trustee prior to any Record Date, interest on such Bonds shall be paid to
such Owner on each succeeding Interest Payment Date (unless such request has been revoked in
writing) by transfer of immediately available funds to an account in the United States designated
in such written request. Payments of defaulted interest with respect to the Bonds shall be paid by
check to the Owners of the Bonds as of a special record date to be fixed by the Trustee, notice of
which special record date shall be given to the registered Owners of the Bonds not less than ten
days prior to such special record dale. The principal of and premium, if any, on the Bonds are
payable when due at the Trust Of�ce in lawful money of the United States of America.
(e) Notwithstanding the foregoing provisions of this Section 2.02, payments
with respect to Book-Entry Bonds shall be subject to the Depository's procedures pursuant to
Section 2.12.
SECTION 2.03 Form of Bonds.
(a) The 2017H-A Bonds, the certificate of authentication and the assignment to
appear thereon shall be substantially in the forms attached as A�pendix A, with necessary or
appropriate variations, omissions and insertions as permitted or required by this Indenture.
(b) The 2017H-B Bonds, the certificate of authentication and the assignment to
appear thereon shall be substantially in the forms attached as A�pendix B, with necessary or
appropriate variations, omissions and insertions as permitted or required by this Indenture
SECTION 2.04 Redemplion of B�nds; Gencra] Provisions Relating to Redemption.
(a) Optional Redemption.
(1) The 2017H-A Bonds maturing on or before October 1, 20_ shall
not be subject to optional redemption prior to their maturity. The 2017H-A Bonds maturing on
or after October 1, 20_ shall be subject to redemption as a whole or in part from such maturities
as the Successor Agency shall designate (which notice of designation shall be delivered to the
Trustee no later than 45 days prior to the redemption date, or such shorter period as agreed to by
the Trustee in its discretion), prior to their maturity at the option of the Successor Agency on any
date on or after October 1, 20_, from funds derived by the Successor Agency from any source,
at a redemption price equal to [ 100] percent of the principal amount of the 2017H-A Bonds to be
redeemed, together with interest accrued thereon to the date fixed for redemption, without
premium.
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RESOLUTION NO. SA-RDA 059
(2) The 2017H-B Bonds maturing on or before October 1, 20_ shall '�
not be subject to optional redemption prior to their maturity. The 2017H-B Bonds maturing on
or after October l, 20_ shall be subject to redemption as a whole or in part from such maturities
as the Successor Agency shall designate (which notice of designation shall be delivered to the
Trustee no later than 45 days prior to the redemption date, or such shorter period as agreed to by
the Trustee in its discretion), prior to their maturity at the option of the Successor Agency on any
date on or after October 1, 20_, from funds derived by the Successor Agency from any source,
at a redemption price equal to [ 100] percent of the principal amount of the 2017H-B Bonds to be
redeemed, together with interest accrued thereon to the date fxed for redemption, without
premium.
(b) MandatorX Sinking Account Redemption.
(1) The 2017H-A Bonds maturing on October l, 20_ and October 1,
20_ are also subject to redemption prior to their stated maturity, in part by lot, from Sinking
Account lnstallments deposited in the Sinking Account on October 1 of each year commencing
October 1, 20_ and October 1, 20_, respectively, at the principal amount thereof and interest
accrued thereon to the date fixed for redemption, without premium, according to the following
schedules:
2017H-A Bonds maturin� October 1. 20
Redemption Date Sinking Account
(October 1) lnstallment
20_ (Maturity)
2017H-A Bonds maturin� October 1, 20
Redemption Date Sinking Account
(October 1) Installment
20_ (Maturity)
(2) The 2017H-B Bonds maturing on October 1, 20_ and October 1,
20� are also subject to redemption prior to their stated maturity, in part by lot, from Sinking
Account Installments deposited in the Sinking Account on October 1 of each year commencing ��
October 1, 20_ and October 1, 20_, respectively, at the principal amount thereof and interest
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RESOLUTION N0. SA-RDA 059
accrued thereon to the date fixed for redemption, without premium, according to the following
schedules:
2017H-B Bonds maturin� October i. 20
Redemption Date Sinking Account
(October 1) Installment
20_ (Maturity)
2017H-B Bonds maturin� October l, 20
Redemption Date Sinking Account
(October 1) Installment
20_ (Maturity)
(c) General Redemption Provisions
(1) Selection of Bonds. With respect to the redemption of Outstanding
Bonds of any series, whenever less than all of such Bonds of a maturity are called for redemption
at any one time, the Trustee shall selcct the Bonds to be redeemed from the Outstanding Bonds
of such series and maturity not previously selected for redemption, by lot; provided, that if le�s
than all of the Outstanding Term Bonds of any maturity and series are called for optional
redemption, each future Sinking Account Installment with respect to such Term Bonds will be
reduced on a prn rata basis (as nearly as practicable) in integral multiples of $5,000, so that the
total amount of Sinking Account Installment payments (with respect to such Term Bonds) to be
made after the optional redemption shall be reduced by an amount equal to the principal amount
of the Term Bonds so redeemed, as shall be designated by the Successor Agency to the Trustee
in writing.
(2) Purchase in Lieu of Redemption. ln lieu of redemption of any
Term Bond, upon the Written Request of the Successor Agency, the Trustee may apply amounts
on deposit in the Debt Service Fund or the Sinking Account at any time, for the purchase of such
Term Bonds at public or private sale as and when and at such prices (including brokerage and
other charges, but excluding accrued interest, which is payable from the lnterest Account) as the
Successor Agency may determine in its discretion, but not in excess of the principal amount
thereof. No Bonds tihall be so purchased by the Trustee with a settlement date more than 60
days prior to the redemption date. The principal amount of any Term Bonds so purchased by the
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RESOLUTION NO. SA-RDA 059
Trustee in any 12 month period ending 30 days prior to any Principal Payment Date in any year ��
shall be credited towards and shall reduce the principal amount of such Term Bonds required to
be redeemed on such Principal Payment Date in such year.
(3) Notice. Notice of redemption shall be sent by first class mail (or
with respect to notices to be received by DTC or its nominee, the Information Services or the
Securi[ies Depository, by such transmission method as acceptable co such entity) by the Trustee,
on behalf and at the expense of the Successor Agency, not more than 60 days and not less than
30 days before the redemption date to: (i) the respective Owners of Bonds designated for
redemption at their addresses appearing on the bond registration books of the Trustee, (ii) the
Information Services, and (iii) the Securities Depository. Each notice of redemption shall state
the date of such notice, the Bonds to be redeemed, the series designation the redemption date, the
redemption price, the place or places of redemption (including the name and appropriate address
or addresses), the CUSIP number (if any) of the maturity or maturities, and, if less than all of any
such maturity are to be redeemed, the distinctive certificate numbers of the Bonds of such
maturity to be redeemed and, in the case of Bonds to be redeemed in part only, the respective
portions of the principal amount thereof to be redeemed. Each such notice shall also state that on
said date there will become due and payable on each of such Bonds the redemption price thereof
or of said specified portion of the principal amount thereof in the case of a Bond to be redeemed
in part only, together with interest accrued thereon to the redemption date, and that from and
after such redemption date interest thereon shall cease to accrue, and shall require that such
Bonds be then surrendered at the address or addresses of the Trustee specified in the redemption
notice. If, at the time that the notice redemption is sent to the Owner, the Successor Agency has
not deposited with the Trustee sufficient funds to pay the redemption price and accrued interest,
in full, with respect to the Bonds being called, the nolice shall expressly state that the redemption
is conditioned upon the Successor Agency's deposit of funds on or before the redemption date.
Failure by the Trustee to give notice pursuant to this Section to the
Information Services or Securities Depository, or the insufficiency of (or the defect in) any such
notice shall not affect the sufficiency of the proceedings for redemption. The failure of any
Owner to receive any redemption notice sent to such Owner and any defect in the notice so sent
shall not affect the sufficiency of the proceedings for redemption.
(4) Partial Redemption. Upon surrender of any Bond redeemed in part
only, the Successor Agency shall execute (manually or by facsimile) and the Trustee shall
authenticate and deliver to the Owner of such Bond, at the expense of the Successor Agency, a
new Bond or Bonds of authorized denominations equal in aggregate principal amount to the
unredeemed portion of the Bond surrendered and of the same interest rate, the same maturity and
the same series designation. A partial redemption shall be valid upon payment of the amount
required to be paid to the registered owner, and the Successor Agency and the Trustee shall be
released and discharged from all liability to the extent of such payment.
(5) Right to Rescind. The Successor Agency shall have the right to
rescind any optional redemption by written notice of rescission. Any notice of optional
redemption shall be cancelled and annulled if for any reason funds are not available on the date -�
fixed for redemption for the payment in full of the Bonds then called for redemption. Neither
such cancellation nor lack of available funds shall constitute an Event of Default under this
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RESOLUTION NO. SA-RDA 059
Indenture. The Trustee will send notice of rescission of such redemption in the same manner as
the original notice of redemption was sent.
(6) Effect of Redemption. From and after the date fixed for
redemption, if notice of such redemption shall have been duly given and funds available for the
payment of such redemption price of the Bonds so called for redemption shall have been duly
provided, no interest shall accrue on such Bonds from and after the redemption date specified in
such notice. Such Bonds, or parts thereof redeemed, shall cease to be entitled to any lien, benefit
or security under the Indenture.
All Bonds redeemed pursuant to the provisions of this Section shall be
canceled by the Trustee and the Trustee shall upon Written Request of the Successor Agency
deliver a certificate of destruction to the Successor Agency.
SECTION 2.05 Execution of Bonds. The Chair (or in the Chair's absence, the Vice
Chair) of the Successor Agency is hereby authorized and directed to execute each of the Bonds
on behalf of the Successor Agency and the Secretary (or an Assistant Secretary or Deputy
Secretary) of the Successor Agency is hereby authorized and directed to attest each of the Bonds
on behalf of the Successor Agency. Any such signatures may be printed, lithographed or
reproduced by other kinds of facsimile reproduction, on a Bond to the extent permitted by law.
In case any ofticer whose signature appears on the Bonds shall cease to be such officer before
the delivery of the Bonds to the purchaser thereof, such signature shall nevertheless be valid and
sufficient for all purposes the same as though such officer had remained in office until such
delivery of the Bonds.
Only such 2017H-A Bonds and 2017H-B Bonds bearing thereon a certificate of
authentication and registration in the form set forth in Appendix A or Appendix B, as applicable,
executed manually by the Trustee, shall be entitled to any benefits under the Indenture or be
valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusive
evidence that the Bonds so registered have been duly issued and delivered under this Indenture
and are entitled to the benefits of the Indenture.
SECTION 2.06 Transfer and Registration of Bonds. Any Bond may, in accordance
with ils termti, be transferred, upon lhe bookti required to be kept pursuant to the provisions of
Section 2.08, by the person in whose name it is registered, in person or by that person's duly
authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a
written instrument of transfer in substantially the form set forth in AQpendix A(with respect to
the 2017H-A Bonds) or Appendix B(with respect to the 2017H-B Bonds), duly executed.
Whenever any Bond or Bonds shall be surrendered for transfer, the Successor Agency
shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds of the same
series and like tenor, maturity and Total Maturity Amount. The cost of printing any Bonds and
any services rendered or expenses incurred by the Trustee in connection with any such transfer
shall be paid by the Successor Agency, except that the Trustee shall require the payment by the
Owner requesting such transfer of any tax or other governmental charge required to be paid with
respect to such transfer.
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RESOLUTION NO. SA-RDA 059
The Trustee shall not be required to register the transfer or exchange of any Bond during
r�
the 15 days preceding any date established by the Trustee for selection of Bonds for redemption
or any Bonds which have matured or been selected for redemption.
SECTION 2.07 Exchange of Bonds. Bonds may be exchanged at the Trust Office for
the same aggregate Total Maturity Amount of Bonds of the same maturity of other authorized
denominations. The cost of printing any Bonds and any services rendered or expenses incurred
by the Trustee in connection with any such exchange shall be paid by the Successor Agency,
except that the Trustee shali require the payment by the Owner requesting such exchange of any
tax or other governmental charge required to be paid with respect to such exchange. No such
exchange shall be required to be made during the 15 days preceding any date established by the
Trustee for selection of Bonds for redemption or any Bonds which have matured or been selected
for redemption.
SECTION 2.08 Bond Registration Books. The Trustee will keep at the Trust Office
sufficient books for the registration and transfer of the Bonds, which shall at all times be open to
inspection by the Successor Agency during regular business hours with reasonable prior notice;
and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as
it may prescribe, register or transfer the Bonds on said books as hereinbefore provided.
SECTION 2.09 Mutilated, Destroyed, Stolen or Lost Bonds. In case any Bond shall
become mutilated in respect of the body of such Bond, or shall be believed by the Successor
Agency to have been destroyed, stolen or lost, upon proof of ownership satisfactory to the _„
Trustee, and upon the surrender of such mutilated Bond at the Trust Office, or upon the receipt
of evidence satisfactory to the Trustee of such destruction, theft or loss, and upon receipt also of
indemnity satisfactory to the Successor Agency and the Trustee, and upon payment of all
expenses incurred by the Successor Agency and the Trustee, the Successor Agency shall execute
(manually or by facsimile) and the Trustee shall authenticate and deliver at the Trust Office a
new Bond or Bonds of the same series and maturity and for the same Total Maturity Amount, of
like tenor and date, with such notations as the Successor Agency shall determine, in exchange
and substitution for and upon cancellation of the mutilated Bond, or in lieu of and in substitution
for the Bond so destroyed, stolen or lost.
If any such destroyed, stolen or lost Bond shall have matured or shall have been called
for redemption, payment of the amount due thereon may be made by the Trustee upon receipt by
the Trustee and the Successor Agency of like proof, indemnity and payment of expenses.
Any such replacement Bonds issued pursuant to this Section shall be entitled to equal and
proportionate benefts with all other Bonds issued under this Indenture. The Successor Agency
and the Trustee shall not be required to treat both the original Bond and any replacement Bond as
being Outstanding for the purpose of determining the principal amount of Bonds which may be
issued under this Indenture or for the purpose of determining any percentage of Bonds
Outstanding under this Indenture, but both the original and replacement Bond shall be treated as
one and the same.
SECTION 2.10 Temporary Bonds. With respect to Bonds of each series, until
definitive Bonds shall be prepared, the Successor Agency may cause to be executed and
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RESOLUTION NO. SA-RDA 059
delivered in lieu of such definitive Bonds and subject to the same provisions, limitations and
conditions as are applicable in the case of definitive Bonds, except that they may be in any
dcnominations authorized by the Successor Agency, one or more temporary typed, printed,
lithographed or engraved Bonds in fully registered form, as may be authorized by the Successor
Agency, substantially of the same tenor and, until exchanged for definitive Bonds, entitled and
subject to the same bene�ts and provisions of the Indenture as definitive Bonds. If the Successor
Agency issues temporary Bonds it will execute and furnish definitive Bonds without unnecessary
delay and thereupon the temporary Bonds shall be surrendered to the Trustee at the Trust Of�ce,
without expense to the Owner in exchange for such definitive Bonds. All temporary Bonds so
surrendered shall be canceled by the Trustee and shall not be reissued.
SECTION 2.11 Validity of Bonds. The validity of the authorization and issuance of the
Bonds shall not be affected in any way by any other proceedings taken by the Successor Agency
with respect to the Project Areas, or by any contracts made by the Successor Agency in
connection therewith, and the recital contained in the Bonds that the same are issued pursuant to
the Law shall be conclusive evidence of their validity and of the regularity of their issuance.
SECTION 2.12 Book-Entr�ystem. The Bonds shall be issued as Book-Entry Bonds
in fully registered form with no distribution of physical bonds made to the public. With respect
to Bonds of each series, each maturity of Book-Entry Bonds shall be in the form of a separate
single fully regi�tered Bond (which may be typewritten); provided, that if there are different
interest rates within a maturity, then there shall be one separate single fully registered Bond for
each interest rate within such maturity. Upon initial issuance, the ownership of each such Bond
shall be registered in the bond register in the name of the Nominee, as nominee of the
Depository.
With respect to Book-Entry Bonds, the Successor Agency and the Trustee shall have no
responsibility or obligation to any Participant or to any person on behalf of which such a
Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately
preceding sentence, the Successor Agency and the Trustee shall have no responsibility or
obligation with respect to (i) the accuracy of the records of the Depository, the Nominee, or any
Participant with respect to any ownership interest in Book-Entry Bonds, (ii) the delivery to any
Participant or any other person, other than an Owner as shown in the bond register, of any notice
with respect to Book-Entry Bonds, including any notice of redemption, (iii) the selection by the
Depository and its Participants of the beneficial interests in Book-Entry Bonds to be redeemed in
the event the Successor Agency redeems such in part, or (iv) the paymenl of any Participant or
any other person, other than an Owner as shown in the bond register, of any amount with respect
to principal of, premium, if any, or interest on Book-Entry Bonds. The Successor Agency and
the Trustee may treat and consider the person in whose name each Book-Entry Bond is
rcgistered in the bond register as the absolute Owner of such Book-Entry Bond for the purpose of
payment of principal, premium and interest with respect to such Bond, for the purpose of giving
notices of redemption and other matters with respect to such Bond, for the purpose of registering
transfers with respect to such Bond, and for all other purposes whatsoever. The Trustee shall pay
all principal of, premium, if any, and interest on the Bonds only to or upon the order of the
respective Owner, as shown in the bond register, and all such payments shall be valid and
effective to fully satisfy and discharge the Successor Agency's obligations with respect to
payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or
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RESOLUTION NO. SA-RDA 059
sums so paid. No person other than an Owner, as shown in the bond register, shall receive a
Bond evidencing the obligation of the Successor Agency to make payments of principal,
premium, if any, and interest pursuant to this Indenture. Upon delivery by the Depository to the
Trustee and Successor Agency of written notice to the effect that the Depository has determined
to substitute a new nominee in place of the Nominee, and subject to the provisions in this
Indenture with respect to record dates, the word Nominee in this Indenture shall refer to such
nominee of the Depository.
In order to qualify the Book-Entry Bonds for the Depository's Book-Entry system, the
Successor Agency has executed and delivered to the Depository the Letter of Representations.
The execution and delivery of the Letter of Representations do not in any way impose upon the
Successor Agency or the Trustee any obligation whatsoever with respect to persons having
interests in such Book-Entry Bonds other than the Owners, as shown on the bond register. In
addition to the execution and delivery of the Letter of Representations, the Successor Agency
and the Trustee, at the Written Request of the Successor Agency, shall take such other actions,
not inconsistent with this Indenture, as are reasonably necessary to qualify Book-Entry Bonds for
the Depository's Book-Entry program.
In the event: (i) the Depository determines not to continue to act as securities depository
for the Book-Entry Bonds, or (ii) the Depository shall no longer so act and gives notice to the
Trustee and the Successor Agency of such determination, then the Successor Agency will
discontinue the Book-Entry system with the Depository. If the Successor Agency determines to
replace the Depository with another qualified securities depository, the Successor Agency shall
prepare or direct the preparation of a new single, separate, fully registered Bond for each
maturity of such Book-Entry Bonds of the same series (�rovided, that if there are different
interest rates within a maturity, then there shall be one separate single fully registered Bond for
each interest rate within such maturity), registered in the name of such successor or substitute
qualified securities depository or its nominee. If the Successor Agency fails to identify another
qualiiied securities depository to replace the Depository, then the Bonds shall no longer be
restricted to being registered in such bond register in the name of the Nominee, but shall be
registered in whatever name or names Owners transferring or exchanging such Bonds shall
designate, in accordance with the provisions of Sections 2.06 and 2.07.
Notwithstanding any other provision of this Indenture to the contrary, so long as any
Book-Entry Bond is registered in the name of the Nominee, all payments with respect to
principal of, premium, if any, and interest on such Bond and all notices with respect to such
Bond shall be made and given, respectively, as provided in the Letter of Representations or as
otherwise instructed by the Depository.
ARTICLE III
ISSUANCE AND SALE OF BONDS; APPLICATION OF SALE PROCEEDS; DEPOSIT
OF RESERVE POLICIES
SECTION 3.01 Sale of Bonds; Allocation of Proceed� among Funds and Accounts.
(a) Upon receipt of payment for the 2017H-A Bonds, the Trustee shall set
aside and deposit the proceeds received from such sale in the amount of $ (which is
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RESOLUTION NO. SA-RDA 059
equal to the par amount of the 2017H-A Bonds, [plus/less] a net original issue
[premium/discount] of $ , and less an underwriter's discount of $ ,[and less
the premium paid to the Bond Insurer by the Underwriter on behalf of the Successor Agency for
the purchase of the Bond Insurance PoIicy and the 2017H-A Reserve Policy]) as follows:
(1) Deposit in the 2017H-A COI Account the amount of
$ to pay the costs incurred or to be incurred by the Succcssor Agency in
connection with the issuance of the 2017H-A Bonds; and
(2) Transfer the amount of $ to the 2017H-A
Escrow Fund and make deposits therein as prescribed by the 2017 Escrow Agreement.
(b) Upon receipt of paymcnt for the 2017H-B Bonds, the Trustee shall set
aside and deposit the proceeds received from such sale in the amount of $ (which is
equal to the par amount of the 2017H-B Bonds, [plus/less] a net original issue
[premium/discount] of $ , and less an underwriter's discount of $ ,[and less
the premium paid to the Bond Insurer by the Underwriter on behalf of the Successor Agency for
the purchase of the Bond Insurance Policy and the 2017H-B Reserve Policy]) as follows:
(1) Deposit in the 2017H-B COI Account the amount of
$ to pay the costs incurred or to be incurred by the Successor Agency in
connection with the issuance of the 2017H-B Bonds; and
(2) Transfer the amount of � to the 2017H-B
Escrow Fund and make deposits therein as prescribed by the 2017 Escrow Agreement.
SECTION 3.02 Deposit of Reserve Policies.
(a) Upon receipt of the 2017H-A Reserve Policy on the Closing Date, the
Trustee shall credit the 2017H-A Reserve Policy to the 2017H-A Reserve Subaccount.
(b) Upon receipt of the 2017H-B Reserve Policy on the Closing Date, the
Trustee shall credit the 2017H-B Reserve Policy to the 2017H-B Reserve Subaccount
ARTICLE IV
PLEDGED TAX REVENUES; CREATION OF FUNDS
SECTION 4.01 Pledge of Pled�ed Tax Revenues. All the Pledged Tax Revenues and
all moneys in the Special Fund and the Debt Service Fund established and maintained pursuant
to this Indenture, whether held by the Successor Agency, the County Auditor-Controller or the
Trustee (except any funds set aside for payment of the Rebate Amount pursuant to the Code), are
hereby irrevocably pledged to the punctual payment of the interest on and principal of and
redemption premiums, if any, on the Bonds until their release pursuant to the terms of this
Indenture. The Pledged Tax Revenues and such other money shall not be used for any other
purpose while any of the Bonds remain Outstanding, subject to the provisions of this Indenture
permitting application thereof for the purposes and on the terms and conditions set forth in this
Indcnture [(including the use of Pledged Tax Revenues to repay reimbursement to the Bond
Insurer on a parity to the extent that the Bond Insurance Policy payments have been made on the
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RESOLUTION NO. SA-RDA 059
Insured Bonds)]. This pledge shall constitute a first lien on the Pledged Tax Revenues and such
other money for the payment of the Bonds in accordance with the terms hereof. The Successor
Agency hereby represents that, as of the Closing Date for the Bonds, the Successor Agency does
not have any other outstanding indebtedness secured by Pledged Tax Revenues which is ranked
senior to or on a parity with the Bonds. So long as the Bonds remain Outstanding, the Successor
Agency shall not incur any Parity Obligations, except as permitted under Section 5.02.
SECTION 4.02 �ecial Fund; Recei�t and Deposit of Pledged Tax Revenues; Debt
Service Fund.
(a) There is hereby established a special fund known as the "Series-H Special
Fund" (herein the "Special Fund") held by the Successor Agency.
(b) The Successor Agency shall include in each ROPS to be submitted after
the effective date of this Indenture, a request for the County Auditor-Controller to disburse from
the RPTTF to the Successor Agency on each RPTTF Disbursement Date, the following amounts:
(i) the interest payment coming due with respect to the Outstanding Bonds and Parity
Obligations (if any) during such ROPS Payment Period, (ii) for any ROPS Payment Period
which covers payments from January through June of a calendar year, at least one-half (but, at
the discretion of the Successor Agency, may be up to all) of the principal amount (including
maturing principal and any Sinking Account Installment) coming due with respect to the Bonds
and Parity Obligations (if any) on October 1 of such calendar year (the "Principal Reserve"),
(iii) for any ROPS Payment Period which covers payments from July through December of a
calendar year, an amount egual to the principal amount (including maturing principal and any
Sinking Account Installment) coming due with respect to the Bonds and Parity Obligations (if
any) on October 1 of such calendar year, less the Principal Reserve already received in
connection with the immediately prior ROPS Payment Period and deposited with the Trustee,
and (iv) amounts, if any, required to replenish the Reserve Account (including payments to the
provider of any Qualified Reserve Credit Instrument for draws on such Qualified Reserve Credit
Instrument), as required pursuant to Section 4.05 below, and to replenish Parity Reserve
Accounts (if any).
The Successor Agency shall also include on the periodic ROPS for approval by
the Oversight Board and State Department of Finance, to the extent necessary and permitted
under the Dissolution Act, the amounts to be held as a reserve until the next ROPS Payment
Period, as contemplated by HSC Section 34171(d)(1)(A), if the next property tax allocation is
projected to be insufficient to pay all obligations due under this Indenture during that next ROPS
Payment Period. To that end, whenever the Successor Agency is preparing a ROPS, the
Successor Agency shall, based on information obtained from the County Auditor-Controller,
review the amount of dollars deposited in the RPTTF on the two immediately prior RPTTF
Disbursement Dates. For the purposes of complying with this paragraph (i.e., projecting whether
the next property tax allocation will be sufficient to pay all obligations due under this Indenture
during the next ROPS Period), the Successor Agency shall assume that the property tax revenue
collection (and thus, the dollar amount to be deposited in the RPTTF) will be consistent with the
pattern shown during the last two ROPS Payment Periods, but without any assumed increase to --
the assessed value of the taxable properties in the Project Area.
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RESOLUTION NO. SA-RDA 059
(c) Upon the Successor Agency's receipt of Pledged Tax Revenues on each
RPTTF Disbursement Date, the Successor Agency shall apply the Pledged Tax Revenues
pursuant to the ROPS (as approved by the State Department of Finance) and deposit the Pledged
Tax Revenues received for the payment of debt service of the Bonds and any Parity Obligations
and any replenishment of the Reserve Account and Parity Reserve Accounts into the Special
Fund. During each Bond Year, the Successor Agency shall deposit such moneys in the Special
Fund until such time as the amount so deposited in the Special Fund is at least equal to the sum
of (i) the aggregate amount required to be transferred to the Trustee pursuant to this Section 4.02
and Section 4.05 for such Bond Year, and (ii) the aggregate amount required by the governing
documents of the Parity Obligations to be transferred for the debt service payment and
replenishment of the Parity Rescrves.
(d) In addition to the foregoing, from the moneys received by the Successor
Agency as part of January 2017 RPTTF disbursement, the Successor Agency shall promptly
deposit � into the Special Fund for application toward debt service on the Bonds.
Such amount represents moneys received by the Successor Agency pursuant to a listing on the
ROPS for the "ROPS 16-17B" period (i.e., the ROPS Payment Period covering January 2017
through June 2017) that would have bccn used for dcbt service for the Prior Loans if the Prior
Loans were not refunded.
(e) There is hereby established a fund known as the "Series-H Debt Service
Fund" (herein, the "Debt Service Fund") to be held by the Trustee. On or before the fifth
Business Day immediately preceding any Interest Payment Date, the Successor Agency shall
withdraw from the Special Fund and deposit with the Trustee the amount of money necessary to
make the deposits required in Sections 4.05(a), (b) and (c). After the deposits required by
Sections 4.05(a), (b) and (c) have been made and upon notice from the Trustee, the Successor
Agency shall withdraw from the Special Fund and deposit with the Trustee the amount of money
necessary to make any deposit required by Section 4.05(d). Notwithstanding the foregoing, the
Successor Agency is not required to deposit with amount of Pledged Tax Revenues in excess of
that amount which, together with all money then on deposit with the Trustee in the Debt Service
Fund and the accounts therein, shall be sufficient to discharge all Outstanding Bonds pursuant to
Article IX.
(� If and only at such time that, during any Bond Year, the moneys deposited
in the Special Fund is at least equal to the amount required to be transferred to the Trustee
pursuant to Section 4.02(e) for such Bond Year (the "Bond Year Requirement"), then the
Pledged Tax Revenues in excess of the Bond Year Requirement shall be released from the
pledge and lien hereunder and such excess Pledged Tax Revenues may be applied for other
lawful purposes. So long as any Bonds are Outstanding, the Successor Agency shall not have
any beneficial right or interest in the moneys on deposit in the Special Fund or the Debt Service
Fund, except as may be provided in this Indenture.
SECTION 4.03 Division of Accounts for Record Keeping. The funds and accounts
established in this Indenture may be divided by the Successor Agency or by the Trustee, as
applicable, as necessary or appropriate for record keeping purposes, and upon the Written
Request of the Successor Agency, in order to perform the necessary rebate calculations.
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RESOLUTION NO. SA-RDA 059
SECTION 4.04 Costs of Issuance Fund. There is hereby established a special trust fund
held by the Trustee called the "Costs of Issuance Fund," and within the Costs of Issuance Fund,
two accounts designated the "2017H-A COI Account" and the "2017H-B COI Account." All
moneys in each account the Costs of Issuance Fund shall be applied to the payment of costs and
expenses incurred by the Successor Agency in connection with the authorization, issuance and
sale of the related series of Bonds and shall be disbursed by the Trustee upon delivery to the
Trustee of a requisition, substantially in the form attached hereto as Appendix C, executed by an
Authorized Officer of the Successor Agency. Each such requisition shall be sequentially
numbered and state the name and address of the person, firm or corporation to whom payment is
due, the amount to be disbursed, the purposes for such disbursement and that such obligation has
been properly incurred and is a proper charge against the applicable account of the Costs of
Issuance Fund. Upon the earlier of the payment in full of such costs and expenses (or the
making of adequate provision for the payment thereof, evidenced by a Certificate of the
Successor Agency to the Trustee) or 180 days after the Closing Date, any balance remaining in
each account of the Costs of Issuance Fund shall be transferred to the Debt Service Fund and the
Costs of Issuance Fund shall be closed. Pending the application and transfer of the balance to the
Debt Service Fund, the moneys in each account of the Costs of Issuance Fund may be invested as
permitted by Section 4.06 and investment income resulting from any such investment shall be
retained in the respective account of the Costs of Issuance Fund.
SECTION 4.05 Establishment and Maintenance of Accounts for Use of Moneys in the
Debt Service Fund. The Trustee shall deposit all moneys received from the Successor Agency
pursuant to Section 4.02(d) immediately into the Debt Service Fund. All moneys in the Debt r.�.
Service Fund shall be set aside by the Trustee in each Bond Year when and as received in the
following respective special accounts within the Debt Service Fund (each of which is hereby
created and each of which the Trustee hereby agrees to cause to be maintained), in the following
order of priority (except as otherwise provided in subsection (b) below):
(i) Interest Account;
(ii) Principal Account;
(iii) Sinking Account; and
(iv) Reserve Account (and within the Reserve Account, two
subaccounts designated the "2017H-A Reserve Subaccount" and the "2017H-B Reserve
Subaccount").
All moneys in each of such accounts shall be held in trust by the Trustee and shall be
applied, used and withdrawn only for the purposes hereinafter authorized in this Section 4.05.
(a) Interest Account. On or before each Interest Payment Date, the Trustee
shall set aside from the Debt Service Fund and deposit in the Interest Account an amount of
money which, together with any money contained therein, is equal to the aggregate amount of
the interest becoming due and payable on all Outstanding Bonds on such Interest Payment Date.
No deposit need be made into the Interest Account if the amount contained therein is at least
equal to the aggregate amount of the interest becoming due and payable on all Outstanding
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RESOLUTION NO. SA-RDA 059
Bonds on the Interest Payment Dates in such Bond Year. All moneys in the Interest Account
shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the
Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or
redeemed prior to maturity).
(b) Principal Account. On or before each April 1, the Trustee shall aside from
the Debt Service Fund and deposit in the Principal Account one-half of the aggregate amount of
principal coming due on the Outstanding Serial Bonds, if any, on October 1 of that same
calendar year; provided, that if the Successor Agency has transferred to the Trustee a different
amount based on receipt of the Principal Reserve (as specified by the Successor Agency to the
Trustee in writing), then the Trustee shall deposit such different amount into the Principal
Account. Then, on or before each Principal Payment Date, the Trustee shall set aside from the
Debt Service Fund and deposit in the Principal Account an amount of money which, together
with any money already contained therein, is equal to the aggregate amount of the principal
becoming due and payable on all Outstanding Serial Bonds on such Principal Payment Date. In
the event that there shall be insufficien� money in the Debt Service Fund to make in full all such
principal payments and Sinking Account Installments required to be made pursuant to Section
4.05(c) of this Indenture in such Bond Year, then the money available in the Debt Service Fund
shall be applied pro rnta to the making of such principal payments and such Sinking Account
Installments in the proportion which all such principal payments and Sinking Account
installments bear to each other.
Notwithstanding the foregoing, no deposit need be made into the Principal
Account if the amount contained therein is at least equal to the aggregate amount of the principal
of all Outstanding Serial Bonds becoming due and payable on the upcoming Principal Payment
Date.
All money in the Principal Account shall be used and withdrawn by the Trustee
solely for the purpose of paying the principal and redemption premium, if any, of the Serial
Bonds as they shall bccome due and payable.
(c) Sinking Account. On or before each April 1, the Trustee shall set aside
from the Debt Service Fund and deposit in the Sinking Account one-half of the Sinking Account
Instaliment, if any, payable on October 1 of that same calendar year; provided, that if the
Successor Agency has transferred to the Trustee a greater amount based on receipt of the
Principal Reserve (as speciCed by the Successor Agency to the Trustee in writing), then the
Trustee shall deposit such larger amount into the Sinking Account. Then, on or before each
Sinking Account Payment Date Date, the Trustee shall set aside from the Debt Service Fund and
deposit in the Sinking Account an amount of money equal to the Sinking Account Insiallment, if
any, payable on the Sinking Account Payment Date in such Bond Year.
Notwithstanding the foregoing, no deposit need be made into the Sinking Account
if the amount contained therein is at least equal to the aggregate amount of all Sinking Account
Installments becoming due and payable on the upcoming Principal Payment Date.
All moneys in the Sinking Account shall be used by the Trustee to pay Sinking
Account Installments on the Term Bonds.
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RESOLUTION NO. SA-RDA 059
(d) Reserve Account.
(1) On or before each Interest Payment Date, the Trustee shall set
aside from the Debt Service Fund and deposit into: (A) the 2017H-A Reserve Subaccount such
amount of money (or other Qualified Reserve Account Credit Instrument, as contemplated by
Section 4.05(d)(3)) as shall be required to restore the balance in the 2017H-A Reserve
Subaccount to an amount equal to the Reserve Requirement for the 2017H-A Bonds then
Outstanding; and (B) the 2017H-B Reserve Subaccount such amount of money (or other
Qualified Reserve Account Credit Instrument, as contemplated by Section 4.05(d)(3)) as shall be
required to restore the balance in the 2017H-B Reserve Subaccount to an amount equal to the
Reserve Requirement for the 2017H-B Bonds then Outstanding. So long as there are Bonds of
both series remain Outstanding, in the event that there shall be insufficient money in the Debt
Service Fund to restore both Reserve Subaccounts to the respective Reserve Requirement, the
money available in the Debt Service Fund shall be applied pro rata for the deposit into each
Reserve Subaccount in the proportion to the deficit of each Reserve Subaccount bears to the
other. The Trustee shall value the balance in each Reserve Subaccount semi-annually at least 45
days before each Interest Payment Date in accordance with Section 4.06. If at any time the
balance in a Reserve Subaccount falls below the applicable Reserve Requirement, the Trustee
shall promptly notify the Successor Agency in writing. Upon receipt of such notice from the
Trustee, the Successor Agency shall take such action as necessary to include the amount
necessary to restore such Reserve Subaccount balance to the applicable Reserve Requirement in
its next transfer of moneys from the Special Fund to the Debt Service Fund as soon as
permissible under the Dissolution Act.
(2) No deposit need be made in a Reserve Subaccount so long as there
shall be on deposit therein an amount equal to the related Reserve Requirement. So long as the
Successor Agency is not in default under this Indenture, any amount in a Reserve Subaccount in
excess of the related Reserve Requirement shall be transferred to the Debt Service Fund> or upon
the Written Request of the Successor Agency, released to the Successor Agency for any lawful
purpose. All money in (or available to) the each Reserve Subaccount shall be used and
withdrawn by the Trustee solely for the purpose of (i) replenishing the Interest Account, the
Principal Account or the Sinking Account in such order, in the event of any deficiency at any
time in any of such accounts or for the purpose of paying the interest on or principal of the
related series of Bonds in the event that no other money in the Special Fund or the Debt Service
Fund is lawfully available therefor, or (ii) making the fnal payments of principal of and interest
on the related series of Bonds.
(3) The Reserve Requirement for either Reserve Subaccount may be
satisfied, in whole or in part, by crediting to the such Reserve Subaccount one or more Qualified
Reserve Account Credit Instruments, which together with the cash, if any, on deposit in such
Reserve Subaccount, in the aggregate make funds available in such Reserve Subaccount in an
amount equal to the related Reserve Requirement. Upon the deposit with the Trustee of such
Qualified Reserve Account Credit Instrument, the Trustee shall release moneys then on hand in
such Reserve Subaccount to the Successor Agency, to be used for any lawful purpose, in an
amount equal to the face amount of the Qualified Reserve Account Credit Instrument.
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RESOLUTION NO. SA-RDA 059
(e) Surplus. After making the deposits referred to in paragraphs (a) through
(d) above in any Bond Year, the Trustee shall transfer any amount remaining on deposit in the
Debt Service Fund to the Successor Agency to be used for any lawful purpose.
SECTION 4.06 Investment of Moneys in Funds and Accounts. Upon the Writtcn
Request of the Successor Agency received by the Trustee prior to the date of such investment,
moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Sinking
Account, lhe Reserve Account, or the Costs of Issuance Fund (and any account therein) shall be
invested by the Trustee in Authorized Investments, which shall mature or be withdrawable prior
to the date on which such moneys are required to be paid out under this Indenture. In the
absence of such instructions the Trustee shall invest in the investments described in clause (iv) of
the definition of "Authorized Investments" set forth in Section 1.01. Any interest, income or
profits from the deposits or investments of all fund1 (except the Costs of Issuance Fund) and
accounts maintained by the Trustee under this Indenture shall be deposited in the Debt Service
Fund.
For purposes of determining the amount on deposit in any fund or account held by the
Trustee under this Indenture, all Authorized Investments credited to such fund or account shall
be valued at the Fair Market Valuc no less frequently than every six months. Except as
otherwise provided in this Section, Authorized Investments representing an investment of
moneys attributable to any fund or account and all investment profits or losses thereon shall be
deemed at all times to be a part of said fund or account. Absent negligence or willful misconduct
by the Trustee, the Trustee shall not be responsible or liable for any loss suffered in connection
with any investment of funds made by it in accordance with 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 will not
receive such confirmations to the extent permitted by law. The Trustee will furnish the
Successor Agency periodic cash transaction statements which include detail for all investment
transactions made by the Trustee under this Indenture. The Trustee may make any investments
under this Indenture through its own bond or investment department or trust investment
department, or those of its parent or any affiliate as principal or agent. The Trustee or any of its
affiliates may act as a sponsor, advisor or manager in connection with any investments made by
the Trustee under this Indcnture. For investment purposes, the Tru�tee may commingle the funds
and accounts established under this lndenture and shall account for them separately.
Amounts deposited in the Special Fund and another fund established by this Indenture
and held by the Successor Agency may be invested in Authorized Investments or any other
investments in which the Successor Agency may lawfully invest its funds.
ARTICLE V
COVENANTS OF SUCCESSOR AGENCY
SECTION 5.01 Punctual Pavment and ROPS Filin�s. The Successor Agency shall
punetually pay the interest on and principal of and redemption premiums, if any, to become due
with respect to the Bonds, but only from Pledged Tax Revenues, in strict conformity with the
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RESOLUTION NO. SA-RDA 059
terms of the Bonds and of the Indenture and shall faithfully satisfy, observe and perform all
�
conditions, covenants and requirements of the Bonds and of the indenture. The Successor
Agency shall file each ROPS with the State Department of Finance on a timely basis, so as to
enable to the County Auditor-Controller to make the RPTTF disbursements to the Successor ��
Agency for each ROPS Payment Period, as needed, for principal and interest payments on the
Bonds.
SECTION 5.02 No Priority; No Additional Parity Bonds, Except for Refundin�Bonds;
Other Obli ations. The Successor Agency covenants that it will not incur any Obligations
payable, either as to principal or interest, from the Pledged Tax Revenues, that will have any lien
upon the Pledged Tax Revenues on a parity with or superior to the lien under this Indenture for
the Bonds; except that the Successor Agency may: (a) incur Parity Obligations to refund then
outstanding Bonds (or Parity Obligations issued after the Closing Date pursuant to this Section
5.02), if (i) aggregate debt service on such proposed Parity Obligations will be lower than the
aggregate debt service on the Bonds (or Parity Obligations) being refunded; (ii) the scheduled
fnal maturity date of such proposed Parity Obligations will not be later than the scheduled iinal
maturity date of the Bonds or other Parity Obligations being refunded; and (iii) the issuance of
such Parity Obligations shall be in compliance with HSC Section 34177.5 (but only to the extent
that such provision of the Dissolution Act is applicable and then in effect); or (b) incur
Obligations which will have a lien on Pledged Tax Revenues junior to the Bonds; or (c) incur
Obligations that will be payable in whole or in part from sources other than the Pledged Tax
Revenues pledged under this Indenture.
SECTION 5.03 Protection of Security and Rights of Owners. The Successor Agency
shall preserve and protect the security of the Bonds and the rights of the Owners, and shall
warrant and defend their rights against all claims and demands of all persons. From and after the
sale and delivery of any Bonds by the Successor Agency, such Bonds shall be incontestable by
the Successor Agency.
SECTION 5.04 Extension or Funding of Claims for Interest. In order to prevent any
claims for interest after maturity, the Successor Agency shall not, directly or indirectly, extend or
consent to the extension of the time for the payment of any claim for interest on any Bonds and
shall not, directly or indirectly, be a party to or approve any such arrangements by purchasing or
funding said claims for interest or in any other manner. In case any such claim for interest shall
be extended or funded, whether or not with the consent of the Successor Agency, such claim for
interest so extended or funded shall not be entitled, in case of default under this Indenture, to the
benefits of the lndenture, except subject to the prior payment in full of the principal of all of the
Bonds then Outstanding and of all claims for interest which shall not have been so extended or
funded.
SECTION 5.05 Records and Accounts; Continuing Disclosure.
(a) The Successor Agency covenants that it will at all times keep, or cause to
be kept, proper and current books and accounts in which complete and accurate entries are made
of the financial transactions and records of the Successor Agency. Within six months after the
close of each Fiscal Year an Independent Certified Public Accountant shall prepare an audit of
the financial transactions and records of the Successor Agency for such Fiscal Year. To the
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RESOLUTION NO. SA-RDA 059
extent permitted by law, such audit may be included within the annual audited financial
statement� of the City. Upon written request, the Successor Agency shall furnish a copy of the
audited financial report to any Owner. The Trustee shall have no duty to review such audits.
(b) The Trustee shall provide such statemcnts with regard to any funds held
by the Trustee under this Indenture to the Successor Agency as the Successor Agency may
reasonably require to comply with the terms of this Section.
(c) The Successor Agency shall comply with the Continuing Disclosure
Agreement. Notwithstanding any other provision of this Indenture, failure of the Successor
Agency to comply with a Continuing Disclosure Agreement shall not be considered an Event of
Default; provided, that any Owner or beneficial owner of the applicable Bonds may take such
actions as may be necessary or appropriate, including seeking mandate or specific performance
by court order, to cause the Successor Agency to comply with its obligation under such
Continuing Disclosure Agreement.
SECTION 5.06 Payment of Claims, Taxes and Other Charges. The Successor Agency
covenants that it will from time to time pay and discharge, or cause to be paid and discharged, all
payments in lieu of taxes, service charges, assessments or other governmental charges which
may lawfully be imposed upon the Successor Agency or any of the properties then owned by it
in the Project Area, or upon the revenues and income therefrom, and will pay all lawful claims
for labor, materials and supplies which if unpaid might become a lien or charge upon any of the
properties, revenues or income or which might impair the security of the Bonds or the use of
Pledged Tax Revenucs or other legally available funds to pay the principal of and interest on the
Bonds, all to the end that the priority and security of the Bonds shall be preserved; provided,
however, that nothing in this covenant shall require the Successor Agency to make any such
payment so long as the Successor Agency in good faith shall contest the validity of the payment.
SECTION 5.07 Tax Covenants.
(a) The Successor Agency shall not take any action, or fail to take any action,
if any such action or failure to take action would adversely affect the Tax-Exempt status of
interest on the 2017H-A Bonds under Section 103(a) of the Code or cause interest on such Tax-
Exempt 2017N-A Bonds to be an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals and corporations under Section 55 of the Code.
(b) In furtherance of the foregoing tax covenant, the Successor Agency shall
comply with the provisions of the Tax Certificate, which is incorporated in this Indenture as if
fully set forth in this Indenture. These covenants shall survive payment in full or defeasance of
the 2017H-A Bonds.
SECTION 5.08 Further Assurances. The Successor Agency shall adopt, make, execute
and deliver any and all such further indentures, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate the performance of the Indenture,
and for the better assuring and confirming unto the Owners of the Bonds of the rights and
bcnefits provided in the Indenture.
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RESOLUTION NO. SA-RDA 059
ARTICLE VI
TRUSTEE
SECTION 6.01 Trustee.
(a) U.S. Bank National Association, having a corporate trust office in Los
Angeles, California, is hereby appointed Trustee under this Indenture for the purpose of
receiving all money which the Successor Agency is required to deposit with the Trustee under
this Indenture and to allocate, use and apply the same as provided in the Indenture.
(b) The Successor Agency may at any time, but only prior to an Event of
Default or after the curing or waiver of an Event of Default and only upon 30 days written
notice, at its sole discretion remove the Trustee initially appointed, and any successor thereto,
and may appoint a successor or successors thereto; provided that any such successor shall be a
bank, national banking association, banking institution (state or federal) or trust company with a
corporate trust office in California, having a combined capital, exclusive of borrowed capital,
and surplus (or whose parent holding company has a combined capital, exclusive of borrowed
capital, and surplus) of at least $75,000,000, and subject to supervision or examination by federal
or state authority. If such bank, banking institution or trust company 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 purposes of this Section the combined capital
and surplus of such bank, national banking association, banking institution or trust company
shall be deemed to be its combined capital and surplus as set forth in its most recent report of ,�
condition so published.
(c) The Trustee may at any time resign by giving written notice to the
Successor Agency. Any successor trustee appointed under this Indenture shall give notice of
such appointment to the Owners, which notice shall be mailed to the Owners at their addresses
appearing in the registration books in the office of the Trustee. Upon receiving such notice of
resignation, the Successor Agency shall promptly appoint a successor Trustee by an instrument
in writing. Any resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon acceptance of appointment by the successor Trustee. If, within
30 days after notice of the removal or resignation of the Trustee no successor Trustee shall have
been appointed and shall have accepted such appointment, the removed or resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor Trustee, which
court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may
be required by law, appoint a successor Trustee having the qualifications required hereby.
(d) The Trustee is hereby authorized to pay or redeem the Bonds when duly
presented for payment at maturity, or on redemption prior to maturity. The Trustee shall cancel
all Bonds upon payment thereof or upon the surrender thereof by the Successor Agency and shall
upon Written Request of the Successor Agency deliver a certificate of destruction to the
Successor Agency. The Trustee shall keep accurate records of all Bonds paid and discharged
and destroyed by it.
(e) The Successor Agency shall from time to time, subject to any agreement
between the Successor Agency and the Trustee then in force, pay to the Trustee compensation
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RESOLUTION NO. SA-RDA 059
for its services rendered by it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties under this Indenture of the Trustee, which
compensation shall not be limited by any provision of law with respect to the compensation of a
trustee of an express trust, and the Successor Agency shall reimburse the Trustee for all its
advances (with interest on such advances at the maximum rate allowed by law) and expenditures,
including but not limited to advances to and fees and expenses of independent accountants,
counsel (including in-house counsel to the extent not duplicative of other counsel's work) and
engineers or other experts employed by it, and reasonably required, in the exercise and
performance of its powers and duties under this Indenture.
SECTION 6.02 Indemni�cation. The Successor Agency shall indemnify and 1ave the
Trustee, its officers, employees, directors and agents harmless from and against all claims,
losses, costs, expenses, liability and damages, including legal fees and expenses, arising out of
(i) the exercise and performance by the Trustee of any of its powers and duties under this
Indenture, or (ii) the offering and sale of the Bonds or the distribution of any offcial statement or
other offering circular utilized in connection with the sale of the Bonds; provided, that the
Successor Agency shall not be liable for actions caused by the Trustees' own negligence or
willful misconduct. The Trustee's rights to indemnification and protection from liability under
this Indenture and its rights to payment of its fees and expenses shall survive its resignation or
removal and final payment or defeasance of the Bonds. The Trustee shall not be liable for the
sufficiency or collection of any Pledged Tax Revenues or other moneys required to be paid to it
under the Indenture (except as provided in this Indenture), or its right to receive moneys pursuanl
to the Indenture.
SECTION 6.03 Limitation on Liabilitv.
(a) The recitals of facts, covenants and agreements contained in this
Indenture, in the Bonds and in any instruments of further assurance shall be taken as statements,
covenants and agreements of the Successor Agency, and the Trustee does not assume any
responsibility for the correctness of the same, or make any representation as to the validity or
suf�ciency of the Indenture or of the Bonds, the adequacy of any security afforded thereunder, or
the correctness or completeness of any information contained in any offering material distributed
in connection with the sale of the Bonds, or incur any responsibility in respect of any of the
foregoing, other than in connection with the duties or obligations in this lndenture or in the
Bonds assigned to or imposed upon it. The Trustee shall not be liable in connection with the
performance of its duties under this Indenture, except for its own negligence or willful
misconduct. The Trustee may become an Owner of Bonds with the same rights it would have if
it were not Trustee and, to the extent permitted by law, may act as depositary for and permit any
of its of�cers or directors to act as a member of, or in any other capacity with respect to, any
committee formed to protect the rights of Bond Owners, whether or not such committee shall
represent the Owners of a majority in principal amount of the Bonds then Outstanding.
(b) The Trustee shall not be responsible for the validity, genuineness or
performance of any leases, contrac[s or other instruments at any time conveyed, mortgaged,
hypothecated, pledged, assigned or transferred to it under this Indenture, or with respect to the
obligation of the Successor Agency to preserve and keep unimpaired the rights of �he Successor
Agency under or concerning any such leases, contracts or other instruments. The Trustee makes
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RESOLUTION NO. SA-RDA 059
no representations and shall have no responsibility for any official statement or other offering e�
material prepared or distributed with respect to the Bonds. In accepting the trust hereby created,
the Trustee acts solely as Trustee for the Owners and not in its individual capacity and all
persons, including without limitation the Owners, the Successor Agency and the City, having any
claim against the Trustee arising from this Indenture not attributable to the Trustee's negligence
or willful misconduct shall look only to the funds and accounts held by the Trustee under this
Indenture for payment except as otherwise specifically provided in this Indenture.
(c) The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any Owner pursuant to this
Indenture unless the Trustee shall have received reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction.
(d) Except during the continuance of an Event of Default, the Trustee
undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this Indenture against the
Trustee.
(e) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.
(� In the absence of negligence or willful misconduct on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture.
(g) The Trustee is not accountable for the use by the Successor Agency of
funds which the Trustee releases to the Successor Agency or which the Successor Agency
otherwise receives, or to verify compliance by the Successor Agency, or for the adequacy or
validity of any collateral or security interest securing this Indenture or the Bonds. The Trustee
has no obligation to incur individual financial or other liability or risk in performing any duty or
in exercising any right under this Indenture.
(h) The Trustee shall not be deemed to have knowledge of any Event of
Default other than a payment default under this Indenture unless the Trustee shall be specifically
notified in writing of such default by the Successor Agency or by the Owners of at least 25
percent in aggregate principal amount of Bonds then Outstanding and all notices or other
instruments required by this Indenture to be delivered to the Trustee must, in order to be
effective, be delivered at the Trust Office, and in the absence of such notice so delivered, the
Trustee may conclusively assume there is no Event of Default except as aforesaid. The Trustee
shall not be bound to ascertain or inquire as to the performance or observance by any other party
of any of the terms conditions, covenants or agreements in this Indenture or in any of the
documents executed in connection with the Bonds. Any action taken or omitted to be taken by
the Trustee in good faith pursuant to this Indenture upon the request of authority or consent of
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RESOLUTION NO. SA-RDA 059
any person who at the time of making such request or giving such authority or consent is the
Owner of any Bond, shall be conclusive and binding upon all future Owners of the same Bond
executed and delivered in exchange therefor or in place thereof.
(i) The Trustee shall not be required to give any bond or surety in respect of
the execution of the said trusts and powers or otherwise in respect of the premises.
(j) The Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the direction of the Owners of a majority in
aggregate principal amount of the Outstanding Bonds 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.
(k) The duties and obtigations of the Trustee shall be determined solely by the
express provisions of this Indenture. The Trustee shall not be liable except for the performance
of such duties and obligations as are speci�cally set forth in this Indenture, and no implied
covenants or obligations (fiduciary or otherwise) shall be read into this Indenture against the
Trustee. The permissive right of the Trustee to do things enumerated in this lndenture shall not
be construed as a duty and it shall not be answerable for other than its negligence or willful
misconduct. The immunities and exceptions from liability of the Trustee shall extend to its
officers, directors, employees and agents and such immunities and exceptions and its righ� to
payment of its fees and expenses shall survive its resignation or removal and the final payment
and defeasance of the Bonds. Under no circumstances shall the Trustee be liable in its individual
capacity for the obligations evidenced by the Bonds. The Trustee, in its individual or any other
capacity, may become the Owner of any Bonds or other obligations of any party hereto with the
same rights which it would have if not the Trustee and may act as a 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 owners of Bonds, whether or not such committee shall
represent the Owners of the majority in aggregate principal amount of the Bonds then
Outstanding. At any and all reasonable times, the Trustee, and its agents shall have the right (but
not any duty) to inspect the books, papers and records of the Successor Agency and the City
pertaining to the receipt of Pledged Tax Revenues and the Bonds, and to take such memoranda
therefrom and with regard thereto and make pholocopies thereof as may be desired. Before
taking or refraining from any action under this Indenture at the request or direction of the
Owners, the Trustee may require that an indemnity bond satisfactory to the Trustee be furnished
to it and be in full force and effect.
(1) The Trustee shall not be considered in breach of or in default with respect
to any obligations created under ihis Indenture, in the event of an enforced delay in the
performance of such obligations due to unforeseeable causes beyond its control and without its
fault or negligence, including, but not limited to, acts of God, or of the public enemy, acts of a
government, acts of the other party hereto, fires, floods, epidemics, quarantine restrictions,
strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or
general sabotage or rationing of labor, equipment, facilities, sources of energy, material or
supplies in the open market, litigation or arbitration involving a party or others relating to
governmental action or inaclion pertaining to the Project Areas, I7IAIICIOUS mischief,
condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such
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RESOLUTION NO. SA-RDA 059
causes or any similar event and/or occurrences beyond the control of the Trustee; provided, that ,�,
in the event of any such enforced delay, the Trustee shall notify the Successor Agency in writing
within five Business Days after (i) the occurrence of the event giving rise to such delay, (ii) the
Trustee's actual knowledge of the impending enforced delay, or (iii) the Trustee's knowledge of
sufficient facts under which a reasonable person would conclude the enforced delay will occur.
SECTION 6.04 Reliance b�Trustee.
(a) The Trustee shall be protected in acting upon any notice, indenture,
request, consent, order, certificate, report, bond, 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, who may be counsel to the Successor Agency, with regard to legal
questions.
(b) The Trustee shall not be bound to recognize any person as the Owner of a
Bond unless and until such Bond is submitted for inspection, if required, and such person is the
registered owner of such Bond as shown on the registration books.
(c) Whenever in the administration of its duties under the Indenture the
Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking
or suffering any action under this Indenture, such matter may, in the absence of negligence or
willful misconduct on the part of the Trustee, be deemed to be conclusively proved and
established by a Certificate of the Successor Agency (unless other evidence in respect thereof is
speciiically prescribed in this Indenture) and such certiiicate shall be full warrant to the Trustee
for any action taken or suffered under the provisions of the Indenture upon the faith thereof, but
in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may
require such additional evidence as to it may seem reasonable.
SECTION 6.05 Merger or Consolidation. Any company into which the Trustee may be
merged or converted or with which it may be consolidated or any company resulting from any
merger, conversion or consolidation to which it shall be a party or any company to which the
Trustee may sell or transfer all or substantially all of its corporate trust business, provided that
such company shall meet the requirements set forth in Section 6.01, shall be the successor to the
Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions,
immunities, privileges and all other matters as was its predecessor, without the execution or
filing of any paper or further act, anything in this Indenture to the contrary notwithstanding.
SECTION 6.06 Acceptance of Instructions by Electronic Transmission. The Trustee
agrees to accept and act upon instructions or directions pursuant to this Indenture sent by
unsecured e-mail, facsimile transmission or other similar unsecured electronic methods,
provided, however, the Trustee 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 certi�cate 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
Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the
Trustee elects to act upon such instructions, the Trustee's reasonable understanding of such
instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or
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RESOLUTION NO. SA-RDA 059
expenses arising directly or indirectly from the Trustee's reliance upon and compliance with
such instructions notwithstanding whether such instructions conflict or are inconsistent with a
subsequent written instruction. The Successor Agency agrees to assume all risks arising out of
the use by the Successor Agency of such electronic methods to submit instructions and directions
to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
instructions, and the risk of interception and misuse by third parties. Notwithstanding the
foregoing, the protection afforded to the Trustee in each provision of this paragraph shall be
operative only in the absence of the Trustee's negligence or willful misconduct.
ARTICLC VII
AMENDMENT OF INDENTURE
SECTiON 7.01 Amendment by Consent of Owners. The lndenture and the rights and
obligations of the Successor Agency and of the Owners may be amended at any time by a
Supplemental indenture which shall become binding when the written consents of the Owners of
at least a majority in aggregate principal amount of the affected Bonds then Outstanding,
exclusive of Bonds disqualified as provided in Section 7.02, are filed with the Trustee. No such
amendment shall (1) extend the maturity of or reduce the interest rate on, or otherwise alter or
impair the obligation of the Successor Agency to pay the interest or principal or redemption
premium, if any, at the time and place and at the rate and in the currency provided in this
Indenture, of any Bond, without the express written consent of the Owner of such Bond, or (2)
permit the creation by the Successor Agency of any mortgage, pledge or lien upon the Pledged
Tax Revenues superior to or on a parity with the pledge and lien created in the Indenture for the
benefit of the Bonds, except as provided in Section 5.02, or (3) reduce the percentage of Bonds
required for the written consent to any such amendment, or (4) modify the rights or obligations
of the Trustee without its prior written assent thereto.
The Indenture and the rights and obligations of the Successor Agency and of the Owners
may also be amended at any time by a Supplemental Indenture which shall become binding upon
execution, without the consent of any Owners, but [subject to Section 10.02 and] only to the
extent permitted by law, for any one or more of the following purposes:
(a) To add to the covenants and agreements of the Successor Agency
contained in the lndenture, other covenants and agreements thereafter to be observed, or to
surrender any right or power reserved to or conferred upon the Successor Agency under this
Indenture;
(b) To make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in the Indenture, or in
regard to questions arising under the Indenture, as the Successor Agency may deem necessary or
desirable and not inconsistent with the indenture, and which shall not materially adversely affect
the interest of the Owners;
(c) To modify, amend or supplement this Indenture in such manner as to
permit the qualification of this Indenture under the Trust Indenture Act of 1939, as amended, or
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RESOLUTION NO. SA-RDA 059
any similar federal statute hereafter in effect, and to add �uch other terms, conditions and
provisions as may be permitted by said act or similar federal statute, and which shall not
materially adversely affect the interests of the Owners of the Bonds;
(d) To maintain the exclusion of interest on the 2017H-A Bonds from gross
income for federal income tax purposes (except with respect to the 2017H-A Bonds which the
Successor Agency certifies to the Trustee are not intended to qualify for such exclusion);
(e) To the extent necessary to obtain a bond insurance policy, to obtain a
rating on the Bonds or in connection with satisfying all or a portion of the Reserve Requirement
by crediting a letter of credit or other forms of Qualified Reserve Account Credit Instrument to
the Reserve Account; or
(� For any other purpose that does not materially adversely affect the
interests of the Owners.
SECTION 7.02 Disqualified Bonds. Bonds owned or held by or for the account of the
Successor Agency or the City shall not be deemed Outstanding for the purpose of any consent or
other action in this Indenture provided for, and shall not be entitled to consent to, or take any
other action in this Indenture provided for; provided, however, that for purposes of determining
whether the Trustee shall be protected in relying on any such demand, request, direction, consent
or waiver, only Bonds which the Trustee knows to be so owned or held will be disregarded.
SECTION 7.03 Endorsement or Replacement of Bonds After Amendment. After the
effective date of any action taken as provided above in this Indenture, the Successor Agency may
determine that the Bonds may bear a notation, by endorsement in form approved by the
Successor Agency, as to such action, and in that case upon demand of the Owner of any Bond
Outstanding at such effective date and presentation of such Owner's Bond for such purpose at
the office of the Trustee or at such additional offices as the Trustee may select and designate for
that purpose, a suitable notation as to such action shall be made on such Bond. If the Successor
Agency shall so determine, new Bonds so modified as, in the opinion of the Successor Agency,
shall be necessary to conform to such action shall be prepared and executed, and in that case
upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds shall
be exchanged at the office of the Trustee or at such additional offices as the Trustee may select
and designate for that purpose, without cost to each Owner, for Bonds then Outstanding, upon
surrender of such Outstanding Bonds.
SECTION 7.04 Opinion of Counsel. The Trustee may conclusively accept an opinion
of nationally recognized bond counsel to the Successor Agency that an amendment of the
Indenture is in conformity with the provisions of this Article.
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RESOLUTION N0. SA-RDA 059
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
NotwithstandinK u�iytlting to the contrury in this Article VIII, so lon� as the Boncl I�isurnnce
Policy reinuins in effect and the Bond Insurer has not defaultecl with respect tn its obligations
under the Bond Insurnnce Polic}', all provisions of this Article IX shall be subject tn, and
gualified by, the provisions s•et f'orth i�i Article X hereof, including, tivithnut lirnit�ition, the Bond
Insurer's riKht to consent tn crcceleration of the Bonds, and the Bond Ins�irer's riKht to consent
to or direct certain Trustee, Scrccessor Agency or Owner actinns.
SECTION 8.01 Events of Default and Acceleration of Maturities. lf one or more of the
following events (herein called "Events of Default") shall happen, that is to say:
(a) If default shall be made in the due and punctual payment of the principal
(including any Sinking Account Installment) of or redemption premium, if any, on any Bond
when and as the same shall become due and payable, whether at maturity as therein expressed,
by declaration or othcrwise;
(b) If default shall be made in the due and punctual payment of the interest on
any Bond when and as the same shall become due and payable;
(c) If default shall be made by the Successor Agency in the observance of any
of its agreemenls, conditions or covenants contained in the Indenture or in the Bonds, and such
default shall have continued for a period of 30 days after the Successor Agency shall have been
given notice in writing of such default by the Trustee; provided, however, that such default shall
not constitute an Event of Default under this Indenture if the Successor Agency shall commence
to cure such default within said 30 day period and thereafter diligently and in good faith proceed
to cure such default within said 30-day period or such longer period as the Trustee or the Owners
of a majority in aggregate principal amount of the affected Bonds then Outstanding may consent
to in writing; or
(d) If the Successor Agency shall file a petition or answer seeking
reorganization or anangement under the federal bankruptcy laws or any other applicable law of
the United States of America, or if a court of competent jurisdiction shall approve a petition,
filed with or without the consent of the Successor Agency, seeking reorganization under the
federal bankruptcy laws or any other applicable law of the United States of America, or if, under
the provisions of any other law for the relief or aid of debtors, any court of competent
jurisdiction shall assume custody or conlrol of the Successor Agency or of the whole or any
substantial part of the Successor Agency's property;
Then, and in each and every such case during the continuance of such Event of
Default, the Trustee may, and upon the written request of the Owners of not less than a majority
in aggregate principal amount of the Bonds at the time Outstanding, shall, by notice in writing to
the Successor Agency, declare the principal of all of the Bonds then Outstanding, and the interest
accrued thereon, to be due and payable immediately, and upon any such declaration the same
shall become and shall be immediately due and payable, anything contained in the Indenture or
in the Bonds to the contrary notwithstanding.
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RESOLUTION NO. SA-RDA 059
This provision, however, is subject to the condition that if, at any time after the
principal of the Bonds shall have been so declared due and payable, and before any judgment or
decree for the payment of the money due shall have been obtained or entered, the Successor
Agency shail deposit with the Trustee a sum sufiicient 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 at the rate of interest which would have been paid on such overdue principal on such
overdue installments of principal, and the fees and expenses of the Trustee, including attorneys
fees, 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) shall have
been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to
be adequate shall have been made for the Bonds, 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. No such rescission and annulment
shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or
power consequent on the Bonds.
SECTION 8.02 Application of Funds upon Acceleration. All money in the funds and
accounts provided for in the Indenture (other than any moneys for payment of the Rebate
Amount) upon the date of the declaration of acceleration by the Trustee as provided in Section
8.01, and all Pledged Tax Revenues in the Special Fund and thereafter received by the Successor
Agency (which shall be promptly transmitted to the Trustee) shall be applied by the Trustee in
the following order:
First, to the payment of the costs and expenses of the Trustee, if any, in carrying out the
provisions of this article, including reasonable compensation to its agents and counsel, to the
payment of any other amounts then due and payable to the Trustee> including any predecessor
trustee, with respect to or in connection with this Indenture, whether as compensation,
reimbursement, indemnification or otherwise, and, thereafter, to the payment of the costs and
expenses of the Owners in providing for the declaration of such Event of Default, including
reasonable compensation to their agents and counsel;
Second, to the payment of the whole amount then owing and unpaid upon the Bonds for
interest and principal, with interest on the overdue principal to the extent permitted by law at the
net effective interest rate then borne by the Outstanding Bonds; provided, however, that in the
event the amount then so held by the Trustee shall be insufficient to make all the payments
required by this clause, then such money shall be applied to the payment of the principal of and
interest on all Outstanding Bond then due and payable ratably (based on the principal amount of
Bonds owned by each Owner), without any discrimination or preferences.
SECTION 8.03 Other Remedies of Owners. Any Owner shall have the right, subject to
the provisions of Section 8.08, for the equal benefit and protection of all Owners similarly
situated:
(a) By mandamus or other suit or proceeding at law or in equity to enforce
such Owner's rights against the Successor Agency and any of the members, officers and
employees of the Successor Agency, and to compel the Successor Agency or any such members,
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RESOLUTION NO. SA-RDA 059
officers or employees to perform and carry out their duties under the Law and their agreements
with the Owners as provided in the lndenture;
(b) By suit in equity to enjoin any acts or things which are unlawful or violate
the rights of the Owners; or
(c) Upon the happening of an Event of Default (as defined in Section 8.01),
by a suit in equity to require the Successor Agency and its members, officers and cmployees to
account as the trustee of an express trust.
SECTION 8.04 Non-Waiver. A waiver of any default or breach of duty or contract by
any Owner shall not affect any subsequent default or breach of duty or contract, or impair any
rights or remedies on any such subsequent default or breach. No delay or omission by any
Owner or the Trustee 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 in
such default, and every power and remedy conferred upon the Owners by the Law or by this
Article may be enforced and exercised from time to time and as often as shall be deemed
expedient by the Owners.
If any suit, action or proceeding to enforce any right or exercise any remedy is abandoned
or determined adversely to the Owners, the Trustee, the Successor Agency 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 8.05 Actions b�Trustee as Attorney-in-Fact. Any suit, action or proceeding
which any Owner shall have the right to bring to enforce any right or remedy under this
Indenture may be brought by the Trustee for the equal benefit and protection of all Owners, and
the Trustee is hereby appointed (and the successive respective Owners of the Bonds issued under
this Indenture, by taking and holding the same, shall be conclusively deemed so to have
appointed it) the true and lawful attorney in fact of the Owners for the purpo1e of bringing any
such suit, action or proceeding and to do and perform any and all acts and things for and on
behalf of the Owners as a class or classes, as may be necessary or advisable in the opinion of the
Trustee as such attorney in fact; provided, however, the Trustee shall have no duty or obligation
to ent'orce any right or remedy unless it has been indemnified by the Owners from any liability or
expense including without limitation fecs and expenses of its attorneys.
SECTION 8.06 Remedies Not Exclusive. No remedy conferred upon or reserved to the
Owners in this Indenture 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 under this Indenture 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 law.
SECTION 8.07 Owners' Direction of Proceedings. Anything in this Indenture to the
contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bond1
then Outstanding shall have the right, by an instrument or concurrent instruments in writing
executed and delivered to the Trustee and upon furnishing the Trustee with indemniCication
satisfactory to it, to direct the method of conducting all remedial proceedings taken by the
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RESOLUTION NO. SA-RDA 059
Trustee under this Indenture, provided that such direction shall not be otherwise than in �,_y,
accordance with law and the provisions of this Indenture, that the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such direction, and that the
Trustee shall have the right to decline to follow any such direction which in the opinion of the
Trustee would be unjustly prejudicial to Owners not parties to such direction.
SECTION 8.08 Limitation on Owners' Ri�ht to Sue.
(a) No Owner of any Bond shall have the right to institute any suit, action or
proceeding at law or in equity, for the protection or enforcement of any right or remedy under
this Indenture, the Law or any other applicable law with respect to such Bond, unless (1) such
Owner shall have given to the Trustee written notice of the occurrence of an Event of Default;
(2) the Owners of not less than 25 percent in aggregate principal amount of the Bonds then
Outstanding shall have made written request upon the Trustee to exercise the powers
hereinbefore granted or to institute such suit, action or proceeding in its own name; (3) such
Owner or said Owners shall have tendered to the Trustee reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request; (4) the Trustee shall have
refused or omitted to comply with such request for a period of 60 days after such written request
shall have been received by, and said tender of indemnity shall have been made to, the Trustee;
and (5) the Trustee shall not have received contrary directions from the Owners of a majority in
aggregate principal amount of the Bonds then Outstanding.
(b) Such notification, request, tender or indemnity and refusal or omission are �,,.
hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any
remedy under this Indenture or under law. It is understood and intended that no one or more
Owners shall have any right in any manner whatever by such Owner's or Owners' action to
affect, disturb or prejudice the security of this Indenture or the rights of any other Owners, or to
enforce any right under this Indenture, the Law or other applicable law with respect to the Bonds,
except in the manner provided in this Indenture. All proceedings at law or in equity to enforce
any such right shall be instituted, had and maintained in the manner provided in this Indenture
and for the benefit and protection of all Owners of the Outstanding Bonds, subject to the
provisions of this Indenture.
(c) Nothing in this Section or in any other provision of the Indenture, or in the
Bonds, shall affect or impair the obligation of the Successor Agency, which is absolute and
unconditional, to pay the interest on and principal of the Bonds to the respective Owners of the
Bonds at the respective dates of maturity and Sinking Account Payment Dates, as provided in
this Indenture, out of the Pledged Tax Revenues pledged for such payment, or affect or impair
the right of action, which is also absolute and unconditional, of such Owners to institute suit to
enforce such payment by virtue of the contract embodied in the Bonds and in the Indenture.
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RESOLUTION NO. SA-RDA 059
ARTICLE IX
DEFEASANCE
SECTION 9.01 Dischar�e of Indebtedness. If the Successor Agency shall pay or cause
to be paid, or there shall otherwise be paid, to the Owners of all Outstanding Bonds the interest
on and the principal of such Bonds, when due, at the times and in the manner stipulated in such
Bonds and in the Indenture, then the Owners of such Bonds shall cease to be entitled to the
pledge of Pledged Tax Revenues, and all covenants, agreements and other obligations of the
Successor Agency to the Owners of such Bonds under the Indenture shall thereupon cease,
terminate and become void and be discharged and satisfied. In such event, the Trustee shall
execute at the Written Request of the Successor Agency, and at the expense of the Successor
Agency, and deliver to the Successor Agency all such in�truments as may be desirable to
evidence such discharge and satisfaction, and the Trustee shall, after payment of amounts due the
Trustee under this Indenture, pay over or deliver to the Successor Agency all money or securi�ies
held by the Trustee pursuant to the Indenture which are not required for the payment of the
interest due on and the principal of and premium, if any, due on such Bonds other than the
moneys, if any, for the payment of the applicable Rebate Amount.
Bonds for the payment of which money shall have been set aside (through deposit by the
Successor Agency or otherwise) to be held in trust by the Trustee for such payment at the
maturity or redemption date of such Bonds shall be deemed, as of the date of such setting aside,
to have been paid within the meaning and with the effect expressed in the firsl paragraph of this
Section.
Any Outstanding Bonds shall prior to the maturity date of such Bonds be deemed to have
been paid within the meaning and with the effect expressed in the first paragraph of this Section
if:
(1) There shall have been deposited with the Trustee (or another
fiduciary or escrow agent) either money in an amount which shall be sufficient, or Federal
Securities (including any Federal Securities issued or held in Book-Entry form on the books of
the Department of the Treasury of the United States of America), the principal of and the interest
on which when paid will provide money that, together with the money, if any, deposited with the
Trustee (or fiduciary or escrow agent) at the same time, shall be sufficient to pay when due the
interest due and to become due on such Bonds on and prior to the maturity date of such Bonds or
such earlier redemption date as shall be irrevocably established, and the principal of and
redemption premium, if any, on such Bonds (such interest, principal and redemption premium, if
any, being referred to below as the "Refunding Requirement"); provided that, unless such
deposit consists of an amount in cash, which in and of itself, is sufficient to pay the Refunding
Requirement in full, the sufficiency of the Federal Securities and other moneys so deposited with
the Trustee (or fiduciary or escrow agent) shall be appropriately verified by an Independent
Certified Public Accountant in a verification report.
(2) The Successor Agency shall have given the Trustee in form
satisfactory to the Trustee irrevocable instructions to send, as soon as practicable, a notice to the
Owners of such Bonds that the deposit required by (1) above has heen made with the Trustee and
that such Bonds are deemed to have been paid in accordance with this Section and stating the
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RESOLUTION NO. SA-RDA 059
maturity date or earlier redemption date upon which money is to be available for the payment of
the principal of such Bonds.
Neither Federal Securities nor money deposited with the Trustee pursuant to this Section
nor interest or principal payments on any such Federal Securities shall be withdrawn or used for
any purpose other than, and shall be held in trust for, the payment of the interest on and principal
of such Bonds; provided that any cash received from such interest or principal payments on such
Federal Securities deposited with the Trustee, if not then needed for such purpose, shall, to the
extent practicable, be reinvested at the written direction of the Successor Agency in Federal
Securities maturing at times and in amounts sufficient to pay when due the interest on and
principal of such Bonds on and prior to such maturity date thereof, and interest earned from such
reinvestments shall be maintained in the related escrow fund until such time as the Refunding
Requirements have been paid in full (but solely to the extent that does not affect the Tax-Exempt
status of Bonds). For the purposes of this Section, Federal Securities shall mean and include
only such securities as are not subject to redemption prior to their maturity.
SECTION 9.02 Unclaimed Monevs. Anything in the Indenture to the contrary
notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of
the Bonds or interest on such Bonds which remain unclaimed for two years after the date when
such Bonds or interest on such Bonds have become due and 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 said date when such Bonds or interest on such Bonds become due and
payable, shall be repaid by the Trustee to the Successor Agency, as its absolute property and 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 such Bonds; provided,
however, that before being required to make any such payment to the Successor Agency, the
Trustee shall, at the Written Request of the Successor Agency and at the expense of the
Successor Agency, cause to be mailed to the registered Owners of such Bonds at their addresses
as they appear on the registration books of the Trustee a notice that said money remains
unclaimed and that, after a date named in said notice, which date shall not be less than 30 days
after the date of the mailing of such notice, the balance of such money then unclaimed will be
returned to the Successor Agency. Any money held by the Trustee in trust for the payment and
discharge of any Bonds shall not bear interest or be otherwise invested from and after such
maturity or redemption date.
ARTICLE X
BOND INSURANCE
SECTION 10.01 Payment under Bond Insurance Policy. So long as the Bond Insurance
Policy remains in full force and effect, the following provisions shall apply with respect to
payments under the Bond Insurance Policy:
(a) !to come, if applicuble]
SECTION 10.02 Additional Rights of Bond Insurer. So long as the Bond Insurance
Policy shall be in full force and effect and the Bond Insurer has not defaulted with respect to its
payment obligations thereunder, the following provisions shall apply:
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RESOLUTION NO. SA-RDA 059
(a) [ro come> if'applicnble]
SECTION 10.03 Suspension of Ri�hts of Bond Insurer. All rights of the Bond Insurer to
direct or consent to actions of the Successor Agency, the Trustee or the Owners under this
Indenture shall be (a) suspended during any period in which such Bond Insurer is then in default
in its payment obligations under the Bond Insurance Policy (except to the extent of amounts
previously paid by the Bond Insurer and due and owing to the Bond Insurer) and (b) of no force
or effect in the event the Bond Insurance Policy is no longer in effect or the Bond Insurer asserts
that the Bond insurance Policy is not in effect.
ARTICLE XI
ADDITIONAL PROVISIONS RELATING TO RESERVE POLICIES
SECTION 1 1.01 Draws on Reserve Policies and Repayment on Draws. So ]ong as the
either Reserve Policy remains in full force and effect, the Authority and the Trustee agree to
comply with the following provisions set forth in this Article XI, notwithstanding anything to the
contrary herein:
(a) [to come, if a�plicableJ
SECTION 11.02 Additional Ri�hts of Bond Insurer as Provider of Reserve Policies. So
long as either Reserve Policy shall be in full force and effect and the Bond Insurer has not
defaulted with respect to its payment obligations thereunder, the following provisions of this
Section ] 0.02 shall apply, notwithstanding anything to the contrary herein:
(a) [to come, if'upplicable]
ARTICLE XII
MISCELLANEOUS
SECTION 12.01 Liability of Successor A e�nc_y Limited lo Pledged Tax Revenues.
Notwithstanding anything contained in the Indenture, the Successor Agency shall not be required
to advance any money derived from any source of income other than the Pledged Tax Revenues
for the payment of the interest on or the principal of the Bonds. The Successor Agency may,
however, advance funds for any such purpose, provided that such funds are derived from a
source legally available for such purpose. The Successor Agency's obligation to pay the Rebate
Amount to the United States of America pursuant to the Tax Certificate shall be considered the
general obligation of the Successor Agency and shall be payable from any available funds of the
Successor Agency.
The Bonds are limited obligations of the Successor Agency and are payable, as to interest
on and principal of the Bonds, exclusively from the Pledged Tax Revenues, and the Successor
Agency is not obligated to pay them except from the Pledged Tax Revenues. All of the Bonds
are equally secured by a pledge of, and charge and lien upon, all of the Pledged Tax Revenues,
and the Pledged Tax Revenues constitute a trust fund for the security and payment of the interest
on and the principal of the Bonds. The Bonds are not a debt of the City, the State or any of its
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RESOLUTION NO. SA-RDA 059
political subdivisions, and neither the City, the State nor any of its political subdivisions is liable
therefor, nor in any event shall the Bonds be payable out of any funds or properties other than
those of the Successor Agency. The Bonds do not constitute an indebtedness within the meaning
of any constitutional or statutory limitation or restriction, and neither the members of the
Successor Agency nor any persons executing the Bonds are liable personally on the Bonds by
reason of their issuance.
SECTION 12.02 Benefits of Indenture Limited to Parties. Nothing in the Indenture,
expressed or implied, is intended to give to any person other than the Successor Agency, the
Trustee, the Bond Insurer and the Owners any right, remedy or claim under or by reason of the
Indenture. Any covenants, stipulations, promises or agreements contained in the Indenture by
and on behalf of the Successor Agency or any member, officer or employee thereof shall be for
the sole and exclusive benefit of the Trustee, the Bond Insurer and the Owners.
SECTION 12.03 Successor Deemed Included in All References to Predecessor.
Whenever in the Indenture either the Successor Agency or any member, officer or employee of
the Successor Agency 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 of the Successor Agency shall bind and inure to the benefit of the respective
successors of the Successor Agency whether so expressed or not.
SECTION 12.04 Execution of Documents by Owners. Any request, consent, declaration
or other instrument which the Indenture may require or permit to be executed by Owners may be
in one or more instruments of similar tenor, and shall be executed by Owners in person or by
their attorneys appointed in writing.
Except as otherwise expressly provided in this Indenture, the fact and date of the
execution by any Owner or such Owner's 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
s[ate or territory in which such Owner purports to act, that the person signing such request,
consent, declaration or other instrument or writing acknowledged to such notary public or other
officer the execution thereof, or by an affidavit of a witness of such execution, duly sworn to
before such notary public or other officer.
Except as otherwise expressly provided in this Indenture, the amount of Bonds
transferable by delivery held by any person executing such request, consent, declaration or other
instrument or writing as an Owner, and the numbers thereof, and the date of such Owner's
holding such Bonds, may be proved by a certificate, which need not be acknowledged or
verified, satisfactory to the Trustee, executed by a trust company, bank or other depositary
wherever situated, showing that at the date therein mentioned such person had on deposit with
such depositary the Bonds described in such certificate. The Trustee may nevertheless in its
discretion require further or other proof in cases where it deems the same desirable. The
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RESOLUTION NO. SA-RDA 059
ownership of Bonds and the amount, maturity, number and date of holding the same shall be
proved by the registry books provided for in Section 2.08.
Any request, consent, declaration or other instrument or writing of the Owner of any
Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be
done by the Successor Agency or the Trustee in good faith and in accordance therewith.
SECTION 12.05 Waiver of Personal Liability. No member of the Successor Agency
governing board, or officer or employee of the Successor Agency shall be individually or
personally liable for the payment of the interest on or principal of the Bonds; but nothing
contained in this Indenture shall relieve any member, officer or employee of the Successor
Agency from the performance of any official duty provided by law.
SECTION 12.Ob Content of Certiiicates and Reports. Any certificate made or given by
an officer of the Successor Agency may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon which such officer's
Certificate may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should
have known that the same were erroneous. Any certificate or opinion or representation made or
given by counsel may be based, insofar as it relates to factual matters or information with respect
to which is in the possession of the Successor Agency, upon the certificate or opinion of or
representations by an officer or officers of the Successor Agency, unless such counsel knows that
the certificate or opinion or representations with respect to the matters upon which his certi�cate,
opinion or representation may bc based, as aforesaid, are erroneous, or in exercise of reasonable
care should have known that the same wcrc crroneous.
SECTION 12.07 Funds and Accounls. Any fund or account required by the Indenture to
be established and maintained by the Successor Agency or the Trustee may be established and
maintained in the accounting records of the Successor Agency or the Trustee either as a fund or
an account, and may, for the purposes of such records, any audits thereof and any reports or
statements with respect thereto, be treated either as a fund or as an account; but all such records
with respect to all such funds and accounts shall at all times be maintained in accordance with
sound accounting practices and with due regard for the protection of the security of the Bonds
and the rights of the Owners.
SECTION 12.08 Destruction of Cancelled Bonds. Whenever provision is made for the
surrender of any Bonds which have been paid or canceled pursuant to the provisions of this
Fiscal Agent Agreement, the Trustee shall cancel and destroy such Bonds and upon Written
Request of the Successor Agency furnish to the Successor Agency a certificate of such
destruction.
SECTION 12.09 CUSIP Numbers. Neither the Successor Agency nor the Trustee shall
be liable for any defect or inaccuracy in the CUSIP number that appears on any Bond or in any
redemption notice relating thereto. The Trustee may, in its discretion, include in any redemption
notice relating to any of the Bonds a statement to the effect that the CUSIP numbers on the
Bonds have been assigned by an independent service and are included in such notice solely for
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RESOLUTION NO. SA-RDA 059
the convenience of the Owners and that neither the Successor Agency nor the Trustee shall be
liable for any defects or inaccuracies in such numbers.
SECTION 12.10 Partial Invalidity. If any one or more of the agreements or covenants or
portions thereof provided in the Indenture to be performed on the part of the Successor Agency
(or of the Trustee) should be contrary to law, then such agreement or agreements, such covenant
or covenants, or such portions thereof, shall be null and void and shall be deemed separable from
the remaining agreements and covenants or portions thereof and shall in no way affect the
validity of the Indenture or of the Bonds; but the Owners shall retain all the rights and beneiits
accorded to them under the Law or any other applicable provisions of law. The Successor
Agency hereby declares that it would have adopted the Indenture and each and every other
section, paragraph, subdivision, sentence, clause and phrase of this Indenture and would have
authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any one or more
sections, paragraphs, subdivisions, sentences, clauses or phrases of the Indenture or the
application thereof to any person or circumstance may be held to be unconstitutional,
unenforceable or invalid.
SECTION 12.11 Notices. Any notice, request, demand or other communication under
this Indenture shall be given by first class mail or personal delivery to the party entitled to such
notice at its address set forth below, or by telecopy or other form of telecommunication, with
prompt telephone confirmation. Notice shall be effective (a) if personally served or delivered,
upon delivery, (b) if given by electronic communication, whether by telex, telegram or
telecopier, upon the sender's receipt of an appropriate answer back or other written
acknowledgment or coniirmation of receipt of the entire notice, approval, demand, report or
other communication, (c) if given by first class, registered or certified mail, return receipt
requested, deposited with the United States mail postage prepaid, 72 hours after such notice is
deposited with the United States mail, (d) if given by overnight courier, with courier charges
prepaid, 24 hours after delivery to said overnight courier, or (e) if by other means of personal
delivery, upon receipt by the intended recipient of the notice. Each entity below may, by written
notice to the other party, from time to time modify the address or number to which
communications are to be given under this Indenture:
If to the Successor Agency: Successor Agency to the Palm Desert Redevelopment Agency
73-510 Fred Waring Drive
Palm Desert, CA 92260
Attention: Executive Director
Fax: (760) 340-0574
Telephone: (760) 346-061 1
If to the Trustee: U.S. Bank National Association
LM-CA-T24T
633 W. 5`h Street, 24`h Fl.
Los Angeles, CA 940071
Attention: Global Corporate Trust Services
Fax: (213) 615-6199
Telephone: (213) 615-6062
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RESOLUTION NO. SA-RDA 059
[Notices to the Bond Insurer shall be sent to the address indicated in Section 10.02(_).]
Any of the foregoing persons may, by notice given under this Section, designate any
further or different addresses, telephone numbers or facsimile transmission numbers to which
subsequent notices, certificates, requests or other communications shall be directed.
SECTION 12.12 Execution in Several Counterparts. This Indenture may be executed in
any number of counterparts and each of such counterparts shall for all purposes be deemed to be
an original; and all such counterparts, or as many of them as the Successor Agency and the
Trustee shall prescrvc undestroyed, shall together constitute but one and the same instrument.
SECTION 12.13 Business Days. When any action is provided for in this Indenture to be
done on a day named or within a specified time period, and the day or the last day of the period
falls on a day other than a Business Day, such action may be performed on the next ensuing
Business Day with the same effect as though performed on the appointed day or within the
specifed period.
SECTION 12.14 Governin Law. This Indenture shall be governed and construed in
accordance with the laws of the State of California.
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RESOLUTION NO. SA-RDA 059
IN WITNESS WHEREOF, the Successor Agency to the Palm Desert Redevelopment
Agency has caused this Indenture to be signed in its name by its Authorized Officer and U.S.
Bank National Association, in token of its acceptance of the trusts created under this Indenture,
has caused this Indenture to be signed in its corporate name by its officer thereunto duly
authorized, all as of the date and year first above written.
SUCCESSOR AGENCY TO THE PALM DESERT
REDEVELOPMEIVT AGENCY
:
Executive Director
Attest:
Secretary
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
:
Authorized Officer
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RESOLUTION NO. SA-RDA 059
APPENDIX A
FORM OF 2017H-A BOND
[Unless this certific•ute is presented by an authorized representutive of� the Depositor}� Trust
Compuny, u New York Cnrpnration ("DTC "), to the Successnr Agency to the Palm Desert
Rectevelopment Agency or its agent fnr registrution of trunsfer, exchange, nr puyment, and any
certificate issued is registered in the nnme of Cede & Co. Or in such other name a.s is reyuested
by an authorized representntive nf DTC (and any payment is made tn Cede & Co. or to such
other entity ns is requested b�' an authnrized representntive of DTC), nny trcrnsfer, pledge, or
other use herenf' fnr valtte or otherwise by or to any nersorzs is wron�ful inasmuch ns the
registered owner hereof; Cede & Cn., hns un interest herein.]
�
$
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY
TAX ALLOCATION REFUNDING BOND
2017 Series H-A
Interest Rate Maturitv Date Dated Date CUSIP
REGiSTERED OWNER: [CEDE & CO.]
PRINCIPAL AMOUNT:
The Successor Agency to the Palm Desert Redevelopment Agency, a public body,
corporate and politic, duly organized and existing under and pursuant to the laws of the State of
California (the "Successor Agency"), for value received hereby promises to pay to the registered
owner specified above, or registered assigns, on the Maturity Date specified above the Principal
Amount specifed above, together with interest thereon until the principal of this bond (the
"2017H-A Bond") shall have been paid. Interest on this 2017H-A Bond shall be payable
semiannually on [April l, 2017] and thereafter on October 1 and April 1 each year (each an
"Interest Payment Date"). This 2017H-A Bond shall bear interest at the Interest Rate specified
above from the Interest Payment Date next preceding the date of authentication hereof, unless
(i) it is authenticated during the period from the day after the Record Date for an Interest
Payment Date (i.e., the 15th day of the month next preceding such Interest Payment Date) to and
including such Interest Payment Date, in which event it shall bear interest from such Interest
Payment Date, or (ii) it is authenticated on or prior to the Record Date for the first Interest
Payment Date, in which event it shall bear interest from the dated date shown above; provided,
however, that if, at the time of authentication, interest with respect to this 2017H-A Bond is in
default, it shall bcar interest from the Interest Payment Date to which interest has bcen paid or
made available for payment with respect to this 2017H-A Bond.
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RESOLUTION NO. SA-RDA 059
Both the interest on and principal of this 2017H-A Bond are payable in lawful money of �
the United States of America. The principal (or redemption price) hereof is payable upon
surrender of this 2017H-A Bond at maturity or the earlier redemption of this 2017H-A Bond at
the corporate trust office of U.S. Bank National Association (the "Trustee") in St. Paul, �
Minnesota, or at such other office as the Trustee may designate (the "Trust Office"). Interest on
this 2017H-A Bond is payable by check mailed on each Interest Payment Date by first class mail
to the person in whose name this 2017H-A Bond is registered at the close of business on the
Record Date of the applicable Interest Payment Date at such person's address as it appears on the
registration books of the Trustee, or upon written request received by the Trustee prior to the
Record Date for an Interest Payment Date of an Owner of 2017H-A Bonds in the aggregate
principal amount of $1,000,000 or more, by transfer in immcdiately available funds to an
account within the United States designated by such Owner.
This 2017H-A Bond is one of a duly authorized issue of bonds of the Successor Agency
designated Successor Agency to the Palm Desert Redevelopment Agency Tax Allocation
Refunding Bonds, 2017 Series H-A (the "2017H-A Bonds"), limited in aggregate principal
amount to $ , issued under the provisions of Section 34177.5 of the California
Health and Safety Code and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1
of Division 2 of Title 5 of the California Government Code (the "Refunding Bond Law"), and
pursuant to the provisions of an Indenture, dated as of January 1, 2017 by and between the
Successor Agency and the Trustee (as the same may be amended or supplemented from time to
time pursuant to the terms thereof, the "Indenture"),. Capitalized tcrms used but not otherwise
defined herein have the meanings ascribed to them in the Indenture.
The 2017H-A Bonds are issued for the purposes of effecting a refunding of outstanding
loans incurred by the former Palm Desert Redevelopment Agency, which were incurred to
finance and refinance the costs of redevelopment within the four project areas (the "Project
Areas") located in the City of Palm Desert, California.
The 2017H-A Bonds are limited obligations of the Successor Agency and are payable, as
to interest on and principal of the 2017H-A Bonds, exclusively from the Pledged Tax Revenues
derived from the Project Areas and the funds pledged therefor under the Indenture. The pledge
and lien on Pledged Tax Revenues with respect to the 2017H-A Bonds are on a parity with the
$ aggregate principal amount Successor Agency's Taxable Tax Allocation Refunding
Bonds, 2017 Series H-B (the "2017H-B Bonds") issued concurrently as the 2017H-A Bonds.
The 2017H-A Bonds and the 2017H-B Bonds, together, are referred to herein and the "Bonds."
The Successor Agency may, from time to time, issue additional bonds (the "Additional
Refunding Bonds") secured by Pledged Tax Revenues on a parity with the Bonds, but solely for
refunding purposes subject to the conditions set forth in the Indenture. So long as the Bonds
remain outstanding under the Indenture, the Successor Agency may not issue any additional
bonds or incur any additional obligations which are secured by and payable from Pledged Tax
Revenues which rank senior to the Bonds.
Reference is hereby made to the Indenture, to any supplemental indentures thereto and to
the Refunding Bond Law and the Law (as amended by the Dissolution Act) for a description of
the terms on which the Bonds are issued, for the provisions with regard to the nature and extent
of the security provided for the Bonds and of the nature, extent and manner of enforcement of
A-2
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RESOLUTION NO. SA-RDA 059
such security, and for a statement of the rights of the registered owners of the Bonds. All the
terms of the Indenture, the Refunding Bond Law and the Law (as amended by the Dissolution
Act) are hereby incorporated herein and constitute a contract between the Successor Agency and
the registered owner from time to time of this 2017H-A Bond, and to all the provisions thereof
the registered owner of this 2017H-A Bond, by such owner's acceptance hereof, consents and
agrees. Each registered owner hereof shall have recourse to all the provisions of the Refunding
Bond Law, the Law (as amended by the Dissolution Act) and the Indenture and shall be bound
by all the terms and conditions thereof.
If an Event of Default shall occur, the principal of all Bonds may be declared due and
payable upon the conditions, in the manner and with the effect provided in the Indenture; except
that the Indenture provides that in certain events such declaration and its consequences may be
rescinded by the registered owners of at least a majority in aggregate principal amount of the
Bonds then outstanding.
The 2017H-A Bonds maturing on or before October 1, 20_ shall not be subject to
optional redemption prior to their maturity. The 2017H-A Bonds maturing on or after October 1,
20_ shall be subject to redemption as a whole or in part, from such maturities as the Successor
Agency shall designate prior to their maturity at the option of the Successor Agency on any date
on or after October 1, 20_, from funds derived by the Successor Agency from any source, at a
redemption price equal to 100 percent of the principal amount of the 2017H-A Bonds to be
redeemed, together with interest accrued thereon to the date �xed for redemption, without
premium.
The 2017H-A Bonds maturing on October 1, 20_ and October l, 20_ shall be subject
to mandatory sinking account redemption in part by lot at a redemption price equal to the
principal amount thereof to be redeemed, without premium, on October 1 of the years and in the
aggregate respective principal amounts set forth in the Indenture.
As provided in the Indenture, notice of redemption of any 2017H-A Bond shall be sent by
first class mail (or such other means as acceptable to the recipient of such notice) not more than
60 days and not less than 30 days prior to the redemption date, to the respective Owner of this
Bond at the address appearing on the registration books of the Trustee and to certain securities
depository and information services. Failure to receive such notice shall not affect the
sufficiency of such proceedings for redemption. If notice of redemption has been duly given as
aforesaid and money for payment of the above described redemption price is held by the Trustee,
then such 2017H-A Bonds shall, on the redemption date designated in such notice, become due
and payable at the above described redemption price; and from and after the date so designated
interest on the 2017H-A Bonds so called for redemption shall cease to accrue and registered
owners of such 2017H-A Bonds shall have no rights in respect thereof except to receive payment
of such redemption price thereof.
The registered owner of any 2017H-A Bond(s) may surrender the same at the Trust
Office in exchange for an equal aggregate principal amount of fully registered 2017H-A Bonds
of any other authorized denominations, in the manner, subject to the conditions and upon the
payment of the charges provided in the Indenture.
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RESOLUTION NO. SA-RDA 059
This 2017H-A Bond is transferable, as provided in the Indenture, only upon a register to
be kept for that purpose at the Trust Office by the registered owner of this 2017H-A Bond in
person, or by such registered owner's duly authorized attorney, upon surrender of this 2017H-A
Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by
the registered owner or such registered owner's duly authorized attorney, and thereupon a new
fully registered 2017H-A Bond(s), in the same aggregate principal amount, shall be issued to the
transferee in exchange therefor as provided in the Indenture, and upon payment of the charges
therein prescribed. The Successor Agency and the Trustee may deem and treat the person in
whose name this 2017H-A Bond is registered as the absolute owner of this 2017H-A Bond for
the purpose of receiving payment of, or on account of, the interest on and principal of and
redemption premium, if any, on this 2017H-A Bond and for all other purposes. The Trustee
shall not be required to register the transfer or exchange of any 2017H-A Bond during the 15
days preceding any date established by the Trustee for selection of 2017H-A Bonds for
redemption or any 2017H-A Bonds which have matured or been selected for redemption.
The rights and obligations of the Successor Agency and of the registered owners of the
Bonds (including the 2017H-A Bonds and the 2017H-B Bonds) may be amended at any time in
the manner, to the extent and upon the terms provided in the Indenture, but no such amendment
shall (1) extend the maturity of or reduce the interest rate on, or otherwise alter or impair the
obligation of the Successor Agency to pay the interest or principal or redemption premium, if
any, at the time and place and at the rate and in the currency provided in the Indenture, of any
Bond, without the express written consent of the Owner of such Bond, or (2) permit the creation
by the Successor Agency of any mortgage, pledge or lien upon the Pledged Tax Revenues --�
superior to or on a parity with the pledge and lien created in the Indenture for the benefit of the
Bonds, except as provided in the Indenture, or (3) reduce the percentage of Bonds required for
the written consent to any such amendment, or (4) modify the rights or obligations of the Trustee
without its prior written assent thereto.
This 2017H-A Bond is not a debt of the City of Palm Desert, the State of California or
any of its political subdivisions, and neither the City, the State nor any of its political
subdivisions is liable on this 2017H-A Bond, nor in any event shall this 2017H-A Bond or any
interest on this 2017H-A Bond or any redemption premium on this 2017H-A Bond be payable
out of any funds or properties other than Pledged Tax Revenues and the funds pledged pursuant
to the Indenture. The 2017H-A Bonds do not constitute an indebtedness within the meaning of
any constitutional or statutory debt limitation or restriction, and neither the members of the
Successor Agency nor any persons executing the 2017H-A Bonds shall be personally liable on
the 2017H-A Bonds by reason of their issuance.
This 2017H-A Bond shall not be entitled to any beneiits under the Indenture or become
valid or obligatory for any purpose until the certificate of authentication and registration on this
2017H-A Bond endorsed shall have been manually signed by the Trustee.
It is hereby certified that all of the acts, conditions and things required to exist, to have
happened or to have been performed precedent to and in the issuance of this 2017H-A Bond do
exist, have happened and have been performed in due time, form and manner as required by law � M
and that the amount of this 2017H-A Bond, together with all other indebtedness of the Successor
Agency, does not exceed any limit prescribed by the Constitution or laws of the State of
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RESOLUTION NO. SA-RDA 059
California, and is not in excess of the amount of 2017H-A Bonds permitted to be issued under
the Indenture.
IN WITNESS WHEREOF, the Successor Agency to the Palm Desert Redevelopment
Agency has caused this 2017H-A Bond to be executed in its name and on its behalf by its Chair
and attested by its Secretary, and has caused this 2017H-A Bond to be dated the date first written
above.
SUCCESSOR AGENCY TO THE PALM DESERT
REDEVELOPMENT AGENCY
:
Attest:
Secretary
Chair
---------------------------------------------------
---------------------------------------------------
STATEMENT OF INSURANCE
[to conie].
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RESOLUTION NO. SA-RDA 059
[TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the 2017H-A Bonds described in the within-mentioned Indenture and registered on
the Bond Registration Books.
Date: , 20
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
:
Authorized Offcer
-------------------------------------------------------
-------------------------------------------------------
[FORM OF ASSIGNMENT]
For value received the undersigned do(es) hereby sell, assign and transfer unto
, whose tax
identification number is , the within-mentioned registered 2017H-A
Bond and hereby irrevocably constitute(s) and appoint(s)
attorney to transfer the same on the books of the Trustee with full power of substitution in the
premises.
Dated:
Signature guaranteed:
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.
NOTICE: Signature must be guaranteed by a
member of an institution which is a participant
in the 5ecurities Transfer Agent Medallion
Program (STAMP) or other similar program.
A-6
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RESOLUTION NO. SA-RDA 059
APPENDIX B
FORM OF 2017H-B BOND
[Unless this certificate is presented by an uuthorized representative nf the Depository Trust
Company, u New York Corpnrution ("DTC "), to the Successor Agency to the Palm Desert
Redevelopment Agertcy or its agent for reg[strnt[on of trunsfer, exchan�e, or pnyment, and a�zy
certif'icate issued is registered in the name of Cede & Co. Or in such other name as is requested
b�� un authnrized representative nf D7'C (and nny peryrrcent is made tn Cede & Co. or to suc{i
other entity as is reyuested hy an authorized representative of DTC), any transfer, pled�e, or
other use hereof' for vulue or otherwise by or to any persnns is wrongful innsmi�ch as the
registered owner hereof, Cede & Co., has an interest herein. J
No. _
$
SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY
TAXABLE TAX ALLOCATION REFUNDING BOND
2017 Series H-B
Interest Rate Maturity Date Dated Date CUSIP
REGISTERED OWNER: [CEDE & CO.]
PRINCiPAL AMOUNT:
The Successor Agency to the Palm Desert Redevelopment Agency, a public body,
corporate and politic, duly organized and existing under and pursuant to the laws of the State of
California (the "Successor Agency"), for value received hereby promises to pay to the registered
owner speciiied above, or registered assigns, on the Maturity Date specified above the Principal
Amount specified above, together with interest thereon until the principal of this bond (the
"2017H-B Bond") shall have been paid. Interest on this 2017H-B Bond shall be payable
semiannually on [April l, 2017] and thereafter on October 1 and April 1 each year (each an
"Interest Payment Date"). This 2017H-B Bond shall bear interest at the Interest Rate specified
above from the Interest Payment Date next preceding the date of authentication hereof, unless
(i) it is authenticated during the period from the day after the Record Date for an Interest
Payment Date (i.e., the 15th day of the month next preceding such Interest Payment Date) to and
including such Interest Payment Date, in which event it shall bear interest from such Interest
Payment Date, or (ii) it is authenticated on or prior to the Record Date for the first Interest
Payment Date, in which event it shall bear interest from the dated date shown above; provided,
however, that if, at the time of authentication, interest with respect to this 2017H-B Bond is in
default, it shall bear interest from the Interest Payment Date to which interest has been paid or
made available for payment with respect to this 2017H-B Bond.
B-1
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RESOLUTION NO. SA-RDA 059
Both the interest on and principal of this 2017H-B Bond are payable in lawful money of
the United States of America. The principal (or redemption price) hereof is payable upon
surrender of this 2017H-B Bond at maturity or the earlier redemption of this 2017H-B Bond at
the corporate trust office of U.S. Bank National Association (the "Trustee") in St. Paul,
Minnesota, or at such other office as the Trustee may designate (the "Trust Office"). Interest on
this 2017H-B Bond is payable by check mailed on each Interest Payment Date by first class mail
to the person in whose name this 2017H-B Bond is registered at the close of business on the
Record Date of the applicable Interest Payment Date at such person's address as it appe�u-s on the
registration books of the Trustee, or upon written request received by the Trustee prior to the
Record Date for an Interest Payment Date of an Owner of 2017H-B Bonds in the aggregate
principal amount of $1,000,000 or more, by transfer in immediatcly available funds to an
account within the United States designated by such Owner.
This 2017H-B Bond is one of a duly authorized issue of bonds of the Successor Agency
designated Successor Agency to the Palm Desert Redevelopment Agency Tax Allocation
Refunding Bonds, 2017 Series H-A (the "2017H-B Bonds"), limited in aggregate principal
amount to $ , issued under the provisions of Section 34177.5 of the California
Health and Safety Code and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1
of Division 2 of Title 5 of the California Government Code (the "Refunding Bond Law"), and
pursuant to the provisions of an Indenture, dated as of January l, 2017 by and between the
Successor Agency and the Trustee (as the same may be amended or supplemented from time to
time pursuant to the terms thereof, the "Indenture"),. Capitalized terms used but not otherwise
defined herein have the meanings ascribed to them in the Indenture.
The 2017H-B Bonds are issued for the purposes of effecting a refunding of outstanding
loans incurred by the former Palm Desert Redevelopment Agency, which were incurred to
finance and refinance the costs of redevelopment within the four project areas (the "Project
Areas") located in the City of Palm Desert, California.
The 2017H-B Bonds are limited obligations of the Successor Agency and are payable, as
to interest on and principal of the 2017H-B Bonds, exclusively from the Pledged Tax Revenues
derived from the Project Areas and the funds pledged therefor under the Indenture. The pledge
and lien on Pledged Tax Revenues with respect to the 2017H-B Bonds are on a parity with the
Successor Agency's $ aggregate principal amount Tax Allocation Refunding Bonds,
2017 Series H-A (the "2017H-A Bonds") issued concurrently as the 2017H-B Bonds. The
2017H-A Bonds and the 2017H-B Bonds, together, are referred to herein and the "Bonds." The
Successor Agency may, from time to time, issue additional bonds (the "Additional Refunding
Bonds") secured by Pledged Tax Revenues on a parity with the Bonds, but solely for refunding
purposes subject to the conditions set forth in the Indenture. So long as the Bonds remain
outstanding under the Indenture, the Successor Agency may not issue any additional bonds or
incur any additional obligations which are secured by and payable from Pledged Tax Revenues
which rank senior to the Bonds.
Reference is hereby made to the Indenture, to any supplemental indentures thereto and to
the Refunding Bond Law and the Law (as amended by the Dissolution Act) for a description of �--•
the terms on which the Bonds are issued, for the provisions with regard to the nature and extent
of the security provided for the Bonds and of the nature, extent and manner of enforcement of
B-2
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RESOLUTION NO. SA-RDA 059
such security, and for a statement of the rights of the registered owners of the Bonds. All the
terms of the Indenture, the Refunding Bond Law and the Law (as amended by the Dissolution
Act) are hereby incorporated herein and constitute a contract between the Successor Agency and
the registered owner from time to time of this 2017H-B Bond, and to all the provisions thereof
the registered owner of this 2017H-B Bond, by such owner's acceptance hereof, consents and
agrees. Each registered owner hereof shall have recourse to all the provisions of the Refunding
Bond Law, the Law (as amended by the Dissolution Act) and the Indenture and shall be bound
by all the terms and conditions thereof.
If an Event of Default shall occur, the principal of all Bonds may be declared due and
payable upon the conditions, in the manner and with the effect provided in the Indenture; except
that the Indenture provides that in certain events such declaration and its consequences may be
rescinded by the registered owners of at least a majority in aggregate principal amount of the
Bonds then outstanding.
The 2017H-B Bonds maturing on or before October 1, 20_ shall not be subject to
optional redemption prior to their maturity. The 2017H-B Bonds maturing on or after October 1,
20_ shall be subject to redemption as a whole or in part, from such maturities as the Successor
Agency shall designate prior to their maturity at the option of the Successor Agency on any date
on or after October l, 20_, from funds derived by the Successor Agency from any source, at a
redemption price equal to 100 percent of the principal amount of the 2017H-B Bonds to be
redeemed, together with interest accrued thereon to the date fixed for redemption, without
prcm�um.
The 2017H-B Bonds maturing on October l, 20_ and October 1, 20_ shall be subject
to mandatory sinking account redemption in part by lot at a redemption price equal to the
principal amount thereof to be redeemed, without premium, on October 1 of the years and in the
aggregate respective principal amounts set forth in the Indenture.
As provided in the Indenture, notice of redemption of any 2017H-B Bond shall be sent by
first class mail (or such other means as acceptable to the recipient of such notice) not more than
60 days and not less than 30 days prior to the redemption date, to the respective Owner of this
2017H-B Bond at the address appearing on the registration books of the Trustee and to certain
securities depository and information services. Failure to receive such notice shall not affect the
sufficiency of such proceedings for redemption. If notice of redemption has been duly given as
aforesaid and money for payment of the above described redemption price is held by the Trustee,
then such 2017H-B Bonds shall, on the redemption date designated in such notice, become due
and payable at the above described redemption price; and from and after the date so designated
interest on the 2017H-B Bonds so called for redemption shall cease to accrue and registered
owners of such 2017H-B Bonds shall have no rights in respect thereof except to receive payment
of such redemption price thereof.
The registered owner of any 2017H-B Bond(s) may surrender the same at the Trust
Office in exchange for an equal aggregate principal amount of fully registered 2017H-B Bonds
of any other authorized denominations, in the manner, subject to the conditions and upon the
payment of the charges provided in the Indenture.
B-3
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RESOLUTION NO. SA-RDA 059
This 2017H-B Bond is transferable, as provided in the Indenture, only upon a register to ,_
be kept for that purpose at the Trust Office by the registered owner of this 2017H-B Bond in
person, or by such registered owner's duly authorized attorney, upon surrender of this 2017H-B
Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by
the registered owner or such registered owner's duly authorized attorney, and thereupon a new
fully registered 2017H-B Bond(s), in the same aggregate principal amount, shall be issued to the
transferee in exchange therefor as provided in the Indenture, and upon payment of the charges
therein prescribed. The Successor Agency and the Trustee may deem and treat the person in
whose name this 2017H-B Bond is registered as the absolute owner of this 2017H-B Bond for
the purpose of receiving payment of, or on account of, the interest on and principal of and
redemption premium, if any, on this 2017H-B Bond and for all other purposes. The Trustee shall
not be required to register the transfer or exchange of any 2017H-B Bond during the 15 days
preceding any date established by the Trustee for selection of 2017H-B Bonds for redemption or
any 2017H-B Bonds which have matured or been selected for redemption.
The rights and obligations of the Successor Agency and of the registered owners of the
Bonds (including the 2017H-B Bonds and the 2017H-B Bonds) may be amended at any time in
the manner, to the extent and upon the terms provided in the Indenture, but no such amendment
shall (1) extend the maturity of or reduce the interest rate on, or otherwise alter or impair the
obligation of the Successor Agency to pay the interest or principal or redemption premium, if
any, at the time and place and at the rate and in the currency provided in the Indenture, of any
Bond, without the express written consent of the Owner of such Bond, or (2) permit the creation
by the Successor Agency of any mortgage, pledge or lien upon the Pledged Tax Revenues
superior to or on a parity with the pledge and lien created in the Indenture for the benefit of the
Bonds, except as provided in the Indenture, or (3) reduce the percentage of Bonds required for
the written consent to any such amendment, or (4) modify the rights or obligations of the Trustee
without its prior written assent thereto.
This 2017H-B Bond is not a debt of the City of Palm Desert, the State of California or
any of its political subdivisions, and neither the City, the State nor any of its political
subdivisions is liable on this 2017H-B Bond, nor in any event shall this 2017H-B Bond or any
interest on this 2017H-B Bond or any redemption premium on this 2017H-B Bond be payable
out of any funds or properties other than Pledged Tax Revenues and the funds pledged pursuant
to the Indenture. The 2017H-B Bonds do not constitute an indebtedness within the meaning of
any constitutional or statutory debt limitation or restriction, and neither the members of the
Successor Agency nor any persons executing the 2017H-B Bonds shall be personally liable on
the 2017H-B Bonds by reason of their issuance.
This 2017H-B Bond shall not be entitled to any benefits under the Indenture or become
valid or obligatory for any purpose until the certificate of authentication and registration on this
2017H-B Bond endorsed shall have been manually signed by the Trustee.
It is hereby certified that all of the acts, conditions and things required to exist, to have
happened or to have been performed precedent to and in the issuance of this 2017H-B Bond do
exist, have happened and have been performed in due time, form and manner as required by law
and that the amount of this 2017H-B Bond, together with all other indebtedness of the Successor
Agency, does not exceed any limit prescribed by the Constitution or laws of the State of
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RESOLUTION NO. SA-RDA 059
California, and is not in excess of the amount of 2017H-B Bonds permitted to be issued under
the Indenture.
IN WITNESS WHEREOF, the Successor Agency to the Palm Desert Redevelopment
Agency has caused this 2017H-B Bond to be executed in its name and on its behalf by its Chair
and attested by its Secretary, and has caused this 2017H-B Bond to be dated the date first written
above.
SUCCESSOR AGENCY TO THE PALM DESERT
REDEVELOPMENT AGENCY
:
Chair
Attest:
Secretary
STATEMENT OF INSURANCE
[to comeJ.
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RESOLUTION NO. SA-RDA 059
[TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the 2017H-B Bonds described in the within-mentioned Indenture and registered on
the Bond Registration Books.
Date: , 20
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
:
Authorized Officer
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[FORM OF ASSIGNMENT]
For value received the undersigned do(es) hereby sell, assign and transfer unto
, whose tax
identification number is , the within-mentioned registered Bond and
.....,
hereby irrevocably constitute(s) and appoint(s) attorney to
transfer the same on the books of the Trustee with full power of substitution in the premises.
Dated:
Signature guaranteed:
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.
NOTICE: Signature must be guaranteed by a
member of an institution which is a participant
in the Securities Transfer Agent Medallion
Program (STAMP) or other similar program.
�
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RESOLUTION NO. SA-RDA 059
APPENDIX C
FORM OF COSTS OF ISSUANCE FUND REQUISITION
REQUISITION NO. _
with reference to
$
Successor Agency to the Palm Desert Redevelopment Agency
[Taxable] Tax Allocation Refunding Bonds,
2017 Series H-
I. The Successor Agency to the Palm Desert Redevelopment Agency (the
"Successor Agency") hereby requests U.S. Bank National Association, as trustee (the "Trustee")
pursuant to that certain Indenture dated as of January 1, 2017 (the "Indenture") between the
Successor Agency and the Trustee, under the terms of which the Successor Agency has issued
the above-captioned Bonds to pay from the moneys in the 2017H-[A][B] COI Account of the
Costs of Issuance Fund established pursuant to Sections 4.04 of the Indenture, the amounts
shown on Schedule I attached hereto to the parties indicated in Schedule I. Such payments shall
be made by check or wire transfer in accordance with the payment instructions set forth in
Schedule I or in invoices submitted in accordance therewith and the Trustee may rely on such
payment instructions given by the Successor Agency with no duty to investigate or inquire as to
the authenticity of the invoice or the payment instructions contained therein.
II. The payees, the purposes for which the costs have been incurred, and the amount
of the disbursements requested are itemized on Schedule I hereto.
III. Each obligation mentioned in Schedule I hereto has been properly incurred and is
a proper charge against the 2017H-[A][B] COI Account of the Costs of Issuance Fund. None of
the items for which payment is requested has been reimbursed previously from the 2017H-[A][B]
COI Account of the Costs of Issuance Fund.
DATED: , 20
SUCCESSOR AGENCY TO THE PALM DESERT
REDEVELOPMENT AGENCY
:
[Title]
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