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Home My WebLink About2016-10-13 FA Regular Meeting Agenda POSTED AGENDA PALM DESERT FINANCING AUTHORITY MEETING THURSDAY, OCTOBER 13, 2016 CIVIC CENTER COUNCIL CHAMBER 73510 FRED WARING DRIVE, PALM DESERT, CA 92260 I. CALL TO ORDER - 3:00 P.M. II. ROLL CALL Reports and documents relating to each of the following items listed on the agenda, including those received following posting/distribution, are on file in the Office of the City Clerk and are available for public inspection during normal business hours, Monday - Friday, 8:00 a.m. - 5:00 p.m., 73510 Fred Waring Drive, Palm Desert, CA 92260, (760) 346-0611. III. CONSENT CALENDAR ALL MATTERS LISTED ON THE CONSENT CALENDAR ARE CONSIDERED TO BE ROUTINE AND WILL BE ENACTED BY ONE ROLL CALL VOTE. THERE WILL BE NO SEPARATE DISCUSSION OF THESE ITEMS UNLESS MEMBERS OF THE FINANCING AUTHORITY OR AUDIENCE REQUEST SPECIFIC ITEMS BE REMOVED FROM THE CONSENT CALENDAR FOR SEPARATE DISCUSSION AND ACTION UNDER SECTION IV, CONSENT ITEMS HELD OVER, OF THE AGENDA. A. MINUTES of the Financing Authority Meeting of June 26, 2014. Rec: Approve as presented. Action: IV. CONSENT ITEMS HELD OVER V. RESOLUTIONS None POSTED AGENDA PALM DESERT FINANCING AUTHORITY MEETING OCTOBER 13, 2016 3 VI. NEW BUSINESS A. REQUEST FOR APPROVAL OF THE EXECUTION AND DELIVERY OF EACH A HOUSING BONDS AND A NON-HOUSING BONDS ESCROW AGREEMENT FOR THE REFUNDING OF BONDS PREVIOUSLY ISSUED BY THE AUTHORITY, AND TAKING RELATED ACTIONS. Rec: Waive further reading and adopt Resolution Nos.: 1) FA - 66, approving the execution and delivery of a Housing Bonds Escrow Agreement for the refunding of bonds previously issued by the Authority, and taking related actions; 2) FA - 67, approving the execution and delivery of a Non-Housing Bonds Escrow Agreement for the refunding of bonds previously issued by the Authority, and taking related actions. Action: VII. CONTINUED BUSINESS None VIII. OLD BUSINESS None IX. PUBLIC HEARINGS None POSTED AGENDA PALM DESERT FINANCING AUTHORITY MEETING OCTOBER 13, 2016 4 X. REPORTS, REMARKS, AND AUTHORITY BOARD ITEMS REQUIRING ACTION A. CHIEF ADMINISTRATIVE OFFICER B. AUTHORITY COUNSEL C. PRESIDENT AND MEMBERS OF THE AUTHORITY XI. ADJOURNMENT I hereby certify under penalty of perjury under the laws of the State of California, that the foregoing agenda for the Palm Desert Financing Authority was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this 7th day of October, 2016. Note: This agenda is subject to amendment up to 72 hours in advance of the meeting. Rachelle D. Klassen, City Clerk DRAFT PRELIMINARY MINUTES PALM DESERT FINANCING AUTHORITY MEETING THURSDAY, JUNE 26, 2014 CIVIC CENTER COUNCIL CHAMBER 73510 FRED WARING DRIVE, PALM DESERT, CA 92260 I. CALL TO ORDER - 3:00 P.M. President Tanner convened the meeting at 3:05 p.m. II. ROLL CALL Present: Commissioner Benson Commissioner Jan C. Harnik Commissioner Robert A. Spiegel arrived at 3:15 p.m. Vice President Susan Marie Weber President Van G. Tanner Also Present: John M. Wohlmuth, Executive Director David J. EnNin, City Attorney Robert W. Hargreaves, Assistant City Attorney Rudy P. Acosta, Assistant City Manager Rachelle D. Klassen, Secretary Russell Grance, Director of Building & Safety Lauri Aylaian, Director of Community Development Martin Alvarez, Director of Economic Development Paul S. Gibson, Director of Finance/City Treasurer Janet M. Moore, Director of Housing Mark Greenwood, Director of Public Works Bo Chen, City Engineer Stephen Y. Aryan, Risk Manager Bill Sullivan, Asst. Chief, Palm Desert Police/Riverside Co. Sheriff's Department Grace L. Mendoza, Deputy City Clerk With Financing Authority Board concurrence, President Tanner adjourned the meeting to Closed Session of the City Council and Successor Agency at 3:06 p.m. He reconvened the meeting at 4:00 p.m. PRELIMINARY MINUTES DRAFT PALM DESERT FINANCING AUTHORITY MEETING JUNE 26, 2014 III. CONSENT CALENDAR A. MINUTES of the Financing Authority Meeting of March 8, 2012. Rec: Approve as presented. Upon a motion by Spiegel, second by Weber, and 5-0 vote of the Financing Authority Board, (AYES: Benson, Harnik, Spiegel, Weber, and Tanner; NOES: None), the Consent Calendar was approved as presented. IV. CONSENT ITEMS HELD OVER None V. RESOLUTIONS None VI. NEW BUSINESS A. CONSIDERATIONOFTHEAPPROPRIATIONANDAUTHORIZATION FOR THE DIRECTOR OF FINANCE/CITY TREASURER TO USE AND APPLY $2.1 MILLION FROM THE ENERGY INDEPENDENCE FUND AND APPROXIMATELY $2.5 MILLION FROM THE GENERAL FUND TO PREPAY THE LEASE AGREEMENT WITH RESPECT TO, AND REDEMPTION OF, THE OUTSTANDING PALM DESERT FINANCING AUTHORITY ENERGY INDEPENDENCE PROGRAM, VARIABLE-RATE DEMAND LEASE REVENUE BONDS, SERIES 2009 (FEDERALLY TAXABLE) (JOINT CONSIDERATION WITH THE PALM DESERT CITY COUNCIL). Mr. Gibson stated this request would call the outstanding Wells Fargo Bonds related to the Energy Independence Fund where the General Fund would be lending the money to cover those funds and eaming interest on them. He said the loans are on the tax roll as a collection, with the City earning 7% interest rate on the General Fund loan part of it. This is the first date that the City could call the bonds. He said the City is not lending any more money as Coachella Valley Association of Governments (CVAG) is now issuing their Energy type of loan/process; therefore, it made sense to call the bonds at this time. Councilmember/Commissioner Harnik moved to, by Minute Motion: 1) Appropriate and authorize the Director of Finance/City Treasurer to use and apply $2.1 million from the Energy Independence Fund and approximately $2.5 million from the General Fund to prepay the Lease Agreement Between the City and the Palm Desert Financing Authority with respect to, and redemption of, the outstanding Palm Desert Financing Authority 2 PRELIMINARY MINUTES DRAFT PALM DESERT FINANCING AUTHORITY MEETING JUNE 26, 2014 Energy Independence Program, Variable-rate Demand Lease Revenue Bonds, Series 2009 (Federally Taxable); 2) authorize the Mayor, City Manager, and Director of Finance/City Treasurer to execute any ancillary documents necessary to effectuate the actions taken herewith. Motion was seconded by Weber and carried by a 5-0 vote (AYES: Benson, Harnik, Spiegel, Weber, and Tanner; NOES: None). VII. CONTINUED BUSINESS None VIII. OLD BUSINESS None IX. PUBLIC HEARINGS None X. REPORTS, REMARKS, AND AUTHORITY BOARD ITEMS REQUIRING ACTION A. CHIEF ADMINISTRATIVE OFFICER None B. AUTHORITY COUNSEL None C. PRESIDENT AND MEMBERS OF THE AUTHORITY None XI. ORAL COMMUNICATIONS - C None XII. ADJOURNMENT On a motion by Spiegel, second by Harnik, and 5-0 vote of the Financing Authority Board, President Tanner adjourned the meeting at 5:44 p.m. VAN G. TANNER, PRESIDENT ATTEST: RACHELLE D. KLASSEN, SECRETARY PALM DESERT FINANCING AUTHORITY 3 RESOLUTION NO. FA-66 RESOLUTION NO. FA-67 PALM DESERT FINANCING AUTHORITY STAFF REPORT REQUEST: ADOPT: (1) RESOLUTION NO. FA 66 APPROVING THE EXECUTION AND DELIVERY OF A HOUSING BONDS ESCROW AGREEMENT FOR THE REFUNDING OF BONDS PREVIOUSLY ISSUED BY THE AUTHORITY AND TAKING RELATED ACTIONS; (2) RESOLUTION NO. FA 67 APPROVING THE EXECUTION AND DELIVERY OF A NON-HOUSING BONDS ESCROW AGREEMENT FOR THE REFUNDING OF BONDS PREVIOUSLY ISSUED BY THE AUTHORITY AND TAKING RELATED ACTIONS SUBMITTED BY: Janet Moore, Authority Treasurer DATE: October 13, 2016 CONTENTS: • Resolution No. FA- 66 (for Housing Bonds Escrow Agreement) • Housing Bond Escrow Agreement • Resolution No. FA- 67 (for Non-Housing Bonds Escrow Agreement) • Non-Housing Bond Escrow Agreement Recommendation • By Minute Motion that the Authority Commission: (i) Adopt Resolution No. FA 66 approving the execution and delivery of a Housing Bonds Escrow Agreement for the refunding of bonds previously issued by the Authority and taking related actions; and (ii) Adopt Resolution No. FA 67 approving the execution and delivery of a Non-Housing Bonds Escrow Agreement for the refunding of bonds previously issued by the Authority and taking related actions. Executive Summary Before the dissolution of the former Palm Desert Redevelopment Agency (the "Former Agency"), the Authority issued multiple series of bonds (the "Authority Bonds") to assist the Former Agency with respect to the financing and refinancing of projects. Proceeds of such Authority Bonds were used to provide loans (the "Agency Loans") to the Former Agency. Moneys received by the Authority as repayment on the Agency Loans were pledged and used for the repayment of debt service (i.e., principal and interest) on the Authority Bonds. Staff Report (Financing Authority) Approving Escrow Agreements For Bond Refunding October 13, 2016 Page 2 of 3 The Successor Agency has begun proceedings for the issuance of bonds to refund the Agency Loans. Presented to the Authority Commission for approval are a Housing Bonds Escrow Agreement and a Non-Housing Bonds Escrow Agreement (together, the "Escrow Agreements") to effect a discharge of almost all of the Agency Loans and the defeasance of the corresponding Authority Bonds. Background The Agency Loans included: (i) loans (the "Housing Loans") incurred to finance or refinance affordable housing projects, and (ii) loans (the "Non-Housing Loans") incurred to finance or refinance other projects for each of the Former Agency's four redevelopment project areas. At its October 13, 2016, meeting, the Successor Agency Board is expected to adopt two resolutions authorizing the issuance of bonds (the "Refunding Bonds") to refund the Housing Loans and the Non-Housing Loans, respectively. The Refunding Bonds will be issued pursuant to Section 34177.5 of the Health and Safety Code ("HSC"). Pursuant to HSC Section 34177.5, the Successor Agency may issue the bonds for refunding purposes, but only so long as there are debt service savings. One of the outstanding Non-Housing Loans, incurred in 2007 (the "2007 PA1 Loan"), is not subject to optional prepayment before its final maturity on April 1, 2018. Because no savings can be achieved from the refunding of the 2007 PA1 Loan, it is not included in this refunding. The Successor Agency contemplates a refunding of all of the outstanding Agency Loans, except for the 2007 PA1 Loan. Such refunding will trigger a defeasance (discharge) of the corresponding Authority Bonds. By adopting the attached Resolutions, the Authority Commission will authorize the execution and delivery of the two Escrow Agreements. The Housing Bonds Escrow Agreement relates to the refunding of the outstanding Housing Loans and the defeasance of the related Authority Bonds. The Non-Housing Bonds Escrow Agreement relates to the refunding of the outstanding Non-Housing Loans, except for the 2007 PA1 Loan, and the defeasance of the related Authority Bonds. Under the Escrow Agreements, U.S. Bank National Association, as the trustee and escrow agent (the "Escrow Agent"), will establish escrow funds (the "Escrow Funds"). The refunded Authority Bonds will be redeemed at the respective earliest possible redemption dates pursuant to their terms. Proceeds from the Refunding Bonds, together with other moneys released from funds held for the refunded Authority Bonds, will be deposited in the Escrow Funds. On each applicable payment or redemption date specified in the Escrow Agreements, the Escrow Agent will apply moneys from the Escrow Funds to pay or redeem the refunded Authority Bonds. (� rda.\'eronica I apia-Nord Pdec Staff Reports-Successor Agencc Debt Rebinding Palm Deceit S\ 2017 refunding-cta0f report for I-A reco doc< Staff Report (Financing Authority) Approving Escrow Agreements For Bond Refunding October 13, 2016 Page 3 of 3 Fiscal Analysis Per information provided by the Successor Agency's financial advisor, the refunding is estimated to generate annual debt service savings of $1.95 million (or $49 million in total debt service savings) for the Successor Agency, based on current bond market conditions. Upon the closing of the transaction, the Successor Agency will issue the Refunding Bonds, and the Authority's obligations with respect to the refunded Authority Bonds will be extinguished except for the application of moneys from the Escrow Funds to the bondholders through the respective redemption dates. Submitted by: �!- fir J . Moore, Authority Tre surer it V,-d 5 o d Approval [. o �3 /(o Or:cii a ; e with City lork's Officc3 s r Nor Lauri Aylaian, Chief Administrative Officer nv _ 1 k , L)619-th(Z , r .Mn-er, weber, 4 (pi,ecie I NOES : /Vole_ G:\rda\Veronica Tapia\Word Files\Staff Reports\Successor Agency\Debt Refunding\Palm Desert SA-2017 refunding-staff report for FA reso.docx RESOLUTION NO. FA- 66 A RESOLUTION OF THE PALM DESERT FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF A HOUSING BOND ESCROW AGREEMENT IN CONNECTION WITH THE REFUNDING OF BONDS PREVIOUSLY ISSUED BY THE AUTHORITY 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 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 certain 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. To provide funding for the Agency Loans, the Authority issued two series of bonds (the "Authority Bonds"): (i) Authority's Tax Allocation (Housing Set-Aside) Revenue Bonds, Series 2002, in the original principal amount of $12,400,000 (the "2002 Bonds"), pursuant to the Indenture of Trust, dated as of August 1, 2002 (the "2002 Indenture"), by and between the Authority and BNY Western Trust Company (as succeeded by U.S. Bank National Association), as trustee; and G-rda Yeronlca Tapia-\lord I-des Stall RepuiK Sua esso, Agent Debt Retimdiug Pal in De.ert S:1-2017 refunding.I.1 reso appro.ing Lousing C(lf OW doss RESOLUTION NO. FA-66 (ii) The Authority's Tax Allocation (Housing Set-Aside) Refunding Revenue Bonds, Series 2007, in the original principal amount of $86,155,000 (the "2007 Bonds"), pursuant to the Indenture of Trust, dated as of February 1, 2007 (the "2007 Indenture," and together with the 2002 Indenture, the "Prior Indentures"), by and between the Authority and Wells Fargo Bank, National Association (as succeeded by U.S. Bank National Association), as trustee. F. 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 remain outstanding. G. Pursuant to AB X1 26 (enacted in June 2011), and the State Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, and the Successor Agency of the Palm Desert Redevelopment Agency (the "Successor Agency") was constituted. H. The Successor Agency has determined to issue bonds ("Refunding Bonds") pursuant to HSC 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") to prepay the Agency Loans and cause a corresponding refunding of the Authority Bonds. I. In connection with the proposed refunding and defeasance of the Agency Loans and the Authority Bonds, there has been presented to the Authority, the form of a Housing Bonds Escrow Agreement, by and among the Authority, the Successor Agency and U.S. Bank National Association, as trustee and escrow agent (the "Escrow Agreement"). NOW, THEREFORE, THE AUTHORITY COMMISSION OF THE PALM DESERT FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them, are true and correct. Section 2. Escrow Agreement. The Escrow Agreement, in the form on file in the office of the Authority Secretary, is hereby approved. Each of the each of the President, the Chief Administrative Officer and the Treasurer of the Authority, any deputy of such officers, and any member of the Authority Commission (each, an "Authorized Officer"), acting individually, is hereby authorized to execute and deliver, for and in the name of the Authority, the Escrow Agreement 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). li Ida erom,a l apra\\ord Files Stall Report.-Succecsor Agent,Debt RetunrIrnb Palm Desert SA 2017 refundme•I A reap apprn.rng houcros eccro,doc. RESOLUTION NO. FA-66 Section 3. Other Acts. The members of this Authority Commission and the Authorized Officers, and all other officers of the Authority, are hereby authorized, jointly and severally, to execute and deliver any and all necessary documents and instruments and to do all things which they may deem necessary or proper to effectuate the purposes of this Resolution and assist the Successor Agency with the refunding described herein and any such actions previously taken by such officers are hereby ratified and confirmed. APPROVED and ADOPTED this 13th day of October, 2016. ROBERT A. SPIEGEL, PRESIDENT ATTEST: RACHELLE D. KLASSEN, SECRETARY PALM DESERT FINANCING AUTHORITY ( rdn\eroni a Tapia-Word Files Stall Reports AmLecwr Agen e(Deht Retundmb Palm Desert S:A•2017 ietundmg-FA reso approcmg huu>mg exroa dncc HOUSING BONDS ESCROW AGREEMENT by and among PALM DESERT FINANCING AUTHORITY. SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Escrow Agent Dated as of January 1, 2017 Relating to Dcfcasance of: Palm Desert Financing Authority 'lax Allocation (Housing Set-Aside) Revenue Bonds. Series 2002, and Tax Allocation (Housing Set-Aside) Refunding Revenue Bonds, Series 2007 (and corresponding prepayment of loans under Loan Agreements, by and among the Authority, the former Palm Desert Redevelopment Agency and the trustee thereunder) G ida-\etonica 1 apie Word I.Iles.StatTReports,Suaes,or:\genc,d)eht Refunding Palm Desert SA•2017 refunding-housing eseroo agreement docN TABLE OF CONTENTS Page Section 1. Definitions: 3 Section 2. Escrow Agent's Acceptance of Duties. 4 Section 3. Incorporation of Prior Indentures.. 4 Section 4. Escrow Funds Deposits. 4 Section 5. Maintenance of Escrow Funds. 5 Section 6. Payment of Refunding Requirements. 6 Section 7. Verification. 6 Section 8. Compliance with Prior Indentures and this Agreement 6 Section 9. Tax Covenant 6 Section 10. Defeasance and Redemption Notices. 7 Section 11. Defeasance of Refunded Bonds 7 Section 12. Discharge of 2002 Loan and 2007 Loan. 7 Section 13. Nature of Lien 7 Section 14. Amendments 7 Section 15. Compensation of Escrow Agent. 8 Section 16. Resignation or Removal of Escrow Agent; Appointment of Successor 8 Section 17. Limitation of Powers and Duties. 10 Section 18. Indemnification 10 Section 19. Limitation of Liability. 10 Section 20. Closing of Escrow Funds; Termination of Agreement 11 Section 21. Governing Law. 11 Section 22. Severability. 11 Section 24. Counterparts 12 Appendix A - Refunding Requirements Appendix B - Escrow Securities Appendix C - Form of Defeasance Notice (2007 Bonds) (i rda.\"erumca lama U ord fides Staff Repuris`Sucees or Agent,-Debt Refunding Palm l)eseit SA 2017 refunding-housing exro..agreement does ESCROW AGREEMENT This Escrow Agreement (this "Agreement"), dated as of , 2016, is by and among the Palm Desert Financing Authority, a joint exercise of powers agency duly organized and existing pursuant to the laws of the State of California (the "Authority"), the Successor Agency to the Palm Desert Redevelopment Agency, a public entity existing under the laws of the State of California (the "City"), 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 under the Prior Indentures and Loan Agreements described below and escrow agent hereunder (the "Escrow Agent"). 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 set forth in Section 33000 et seq. of the Health and Safety Code ("HSC") of the State of California (the "State"). B. 'l'he Former Agency undertook a program to redevelop four project areas (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 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. To provide funding for the Agency Loans, the Authority issued two series of bonds: (i) Authority's Tax Allocation (Housing Set-Aside) Revenue Bonds. Series 2002, in the original principal amount of $12,400.000 (the `'2002 Bonds"), pursuant to the Indenture of Trust, dated as of August 1, 2002 (the "2002 Indenture"), by and between the Authority and BNY Western Trust Company (as succeeded by U.S. Bank National Association). as trustee; G ida l'erumia lapra•l1ord I des Staff Reports SU,Cesor AgcnL Debt Retundmg Palm Deceit S4 21117 refunding-housing escrow agreement doer (ii) The Authority's Tax Allocation (Housing Set-Aside) Refunding Revenue Bonds, Series 2007, in the original principal amount of $86,155,000 (the -2007 Bonds," and together with the 2002 Bonds, the "Prior Bonds"), pursuant to the Indenture of Trust, dated as of February 1, 2007 (the "2007 Indenture," and together with the 2002 Indenture, the "Prior Indentures"), by and between the Authority and Wells Fargo Bank, National Association (as succeeded by U.S. Bank National Association), as trustee. F. Pursuant to the Prior Indentures, the Prior Bonds are secured by "Revenues," consisting of amounts repaid by the Former Agency (as succeeded by the Successor Agency") for the Agency Loans. G. Pursuant to AB X1 26 (enacted in June 2011), and the State Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosuntos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted. II. The Successor Agency has determined to issue its Tax Allocation Refunding Bonds, 2017 Series II-A, in the aggregate principal amount of $ (the "2017H-A Bonds"), pursuant to an Indenture, dated as of January 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee. I. The 2017A Bonds are being issued to effect a refunding of all of the outstanding 2002 Bonds and the concurrent discharge of the 2002 Loan. J. The Successor Agency has determined to issue its Taxable Tax Allocation Refunding Bonds, 2017 Series 11-B, in the aggregate principal amount of $ (the "20171 f-B Bonds" and, together with the 201711-A Bonds, the "2017 Bonds"), pursuant to the 2017 Indenture. K. The 2017I-I-B Bonds are being issued to effect a refunding of all of the outstanding 2007 Bonds and the concurrent discharge of the 2007 Loan. L. Pursuant to the 2017 Indenture and this Agreement, the Successor Agency will also cause to be transferred to the Escrow Agent, a portion of the sale proceeds of 2017 Bonds. together with other moneys, for the deposit into the escrow funds (the "Escrow Funds") to he established under this Agreement, to effect the defeasance of the outstanding 2002 Bonds and the 2007 Bonds (and the concurrent discharge of the 2002 Loan and the 2007 Loan). M. Pursuant, and subject, to the terms of the Prior Indentures, if there has been deposited with the Escrow Agent, to he held in escrow, cash or qualified securities (or a combination thereof) which shall provide sufficient moneys to pay and redeem any portion of the outstanding Prior Bonds through maturity or a designated redemption date, then the Authority's obligations with respect to such Prior Bonds shall be discharged and the lien with respect to such Prior Bonds under the Prior Indentures shall cease (except for the payment thereof from the moneys held in escrow by the Escrow Agent) and such Prior Bonds shall he defeased. N. The Authority and the Successor Agency are entering into this Agreement in order to provide for the proper and timely application of the proceeds from the 2017 Bonds and 2 G Ida.Veronica Tapia U old Poec.StatT Repons-Sncceccnr Agency Dent Retimdmg Palm Desert NA 2017 refunding-housing e5cr ov.agreement does other moneys toward the defeasance and the payment and redemption of the 2002 Bonds and the 2007 Bonds. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: Section 1. Definitions. Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa. Unless the context clearly requires otherwise, capitalized terms used in this Agreement shall have the meanings ascribed to them in the introductory paragraph and the Recitals hereof. In addition, as used herein, the following terms shall have the following meanings: "2002 Bond Redemption Date" means April 1. 2017. "2002 Refunding Requirement" means an amount sufficient to pay the principal, interest and the redemption premium (if any) with respect to the Refunded 2002 Bonds on the 2002 Bond Redemption Date as set forth in Appendix A. "2007 Bond Redemption Date" means October 1, 2017. "2007 Refunding Requirement" means an amount sufficient to pay the principal, interest and the redemption premium (if any) with respect to the Refunded 2007 Bonds on the 2007 Bond Redemption Date as set forth in Appendix A. "2017H-A Escrow Fund" means the fund by that name established by the Escrow Agent pursuant to Section 4. "201711-B Escrow Fund" means the fund by that name established by the Escrow Agent pursuant to Section 4. "Bond Counsel" means Richards, Watson & Gershon. A Professional Corporation. or such other attorney or firm of attorneys of nationally recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Code selected by the Authority and the Successor Agency. "Closing Date" means , 2016, the date on which the 2017 Bonds arc being issued. "Code" means the Internal Revenue Code of 1986, as amended. "Escrow Funds" means, collectively, the 2017H-A Escrow Fund and the 2017H-B Escrow Fund. "Escrow Securities" means the Investment Securities described in Appendix B to be deposited in the Escrow Funds. "Investment Securities" means noncallable direct obligations of the United States of America, or bonds or other obligations which are noncallable and the payment of principal and 3 G rda•\cromca lapin\\ord Fdec Stall Reports:Succc»or Agencc-Debt Refunding Palm Desert S,\ 2017 refunding-housing CSUOM agreement dots interest of which are unconditionally and fully guaranteed by the United States of America. to mature or be withdrawable, as the case may be, not later than the time when needed for the payment and redemption of the Refunded Bonds in order to discharge the pledge and lien securing the Refunded Bonds. "Redemption Dates" means, together, the 2002 Bond Redemption Date and the 2007 Bond Redemption Date. "Refunded 2002 Bonds" means the 2002 Bonds to be defeased, paid and redeemed, pursuant to this Agreement, as further described in Appendix A. "Refunded 2007 Bonds" means the 2007 Bonds to be defeased, paid and redeemed, pursuant to this Agreement. as further described in Appendix A. "Refunded Bonds" means. together, the Refunded 2002 Bonds and the Refunded 2007 Bonds. "Refunding Requirements" means, together, the 2002 Refunding Requirement and 2007 Refunding Requirement. Section 2. Escrow Agent's Acceptance of Duties. The Escrow Agent hereby accepts the duties and obligations expressly provided in this Agreement and agrees that the irrevocable instructions to the Escrow Agent contained herein are in a form satisfactory to it. Section 3. Incorporation of Prior Indentures. The applicable and necessary provisions of the Prior Indentures, including redemption provisions and dcfeasance provisions set forth in Articles IV and XII of the 2002 Indenture and Articles IV and XII of the 2007 Indenture, are incorporated herein by reference. Section 4. Escrow Funds Deposits. (a) There is hereby created and established with the Escrow Agent, a special and irrevocable trust fund designated the "2017H-A Escrow Fund," to be held by the Escrow Agent separate and apart from all other funds of the Authority, the Successor Agency or the Escrow Agent and used only for the purposes and in the manner provided in this Agreement. l'he 201711-A Escrow Fund constitutes a special and irrevocable trust fund for purposes of effecting the concurrent dcfeasance of the Refunded 2002 Bonds and the discharge of the 2002 Loan. On the Closing Date, there shall be transferred and deposited into the 2017H-A Escrow Fund the following amounts (the sum of which shall he $ ): (i) The Authority shall cause to be transferred to the Escrow Agent a portion of the proceeds of the 2017A Bonds for deposit in the 20171 I-A Escrow Fund, in the amount of$ (ii) The Escrow Agent shall also release and transfer $ from the Revenue Fund established under the 2002 Indenture to the 2017H-A Escrow Fund; and 4 G ida\'eron,ca lama a \ord filer Staff Reports Successor-\genes Debt Refunding Palm Desert S\ 2.17 refunding-housing escruu egieement dot (iii) The Escrow Agent shall also release and transfer $ from the Reserve Fund established under the 2002 Indenture to the 2017H-A Escrow Fund. (b) There is hereby created and established with the Escrow Agent, a special and irrevocable trust fund designated the "20171I-B Escrow Fund," to be held by the Escrow Agent separate and apart from all other funds of the Authority, the Successor Agency or the Escrow Agent and used only for the purposes and in the manner provided in this Agreement. The 2017I-I-B Escrow Fund constitutes a special and irrevocable trust fund for purposes of effecting the concurrent defeasance of the Refunded 2007 Bonds and the discharge of the 2007 Loan. On the Closing Date, there shall be transferred and deposited into the 2017H-B Escrow Fund the following amounts (the sum of which shall be $ ): (i) The Authority shall cause to be transferred to the Escrow Agent a portion of the proceeds of the 2017 Bonds for deposit in the 2017H-B Escrow Fund, in the amount of$ (ii) The Escrow Agent shall also release and transfer $ from the Revenue Fund established under the 2007 Indenture to the 2017H-B Escrow Fund: and (iii) The Escrow Agent shall also release and transfer $ from the Reserve Fund established under the 2006 Trust Agreement to the 2017H-B Escrow Fund. Section 5. Maintenance of Escrow Funds. (a) The Escrow Agent, upon receipt of the moneys described in Section 4(a), shall immediately: (i) invest $ of such moneys in the Escrow Securities set forth in Appendix B, (ii) deposit such securities in the 2017H-A Escrow Fund, and (iii) hold the remaining $ as cash in the 2017H-A Escrow Fund. (b) The Escrow Agent, upon receipt of the moneys described in Section 4(b). shall immediately: (i) invest $ of such moneys in the Escrow Securities set forth in Appendix B, (ii) deposit such securities in the 2017H-B Escrow Fund, and (iii) hold the remaining $ as cash in the 20171-I-B Escrow Fund. (c) All proceeds received upon the maturity of the Escrow Securities. including interest earnings thereon, shall be retained in the related Escrow Fund. The Escrow Agent is hereby authorized and empowered to deposit uninvested monies held hereunder from time to time in a demand deposit account, without payment of interest thereon as provided hereunder, established at commercial banks that are corporate affiliates of the Escrow Agent. (d) Notwithstanding the foregoing or any other provision of this Agreement to the contrary, at the written request of the Successor Agency and upon compliance with the conditions hereinafter set forth, the Escrow Agent shall have the power to sell, transfer, request the redemption of or otherwise dispose of some or all of the Escrow Securities in a Escrow Fund and to substitute Investment Securities. The foregoing may be effected only if: (i) the substitution of Investment Securities for the substituted Escrow Securities occurs simultaneously: (ii) the amounts of and dates on which the anticipated moneys from such Escrow Fund to he available for the payment or redemption of the related Refunded Bonds on each payment or 5 G-rda\-eronice I apu'\\ord rile,Staff Kepurts Succe,,oi Agencc I)eht kefundmg Palm Desert SA 21117 refunding•housing exnrw agreement do, redemption date identified in Appendix A will not be diminished or postponed thereby, as shown in the certification (described below) of an independent certified public accountant; (iii) the Escrow Agent shall receive the unqualified opinion of counsel to the effect that the Successor Agency has the right and power to effect such disposition and substitution; and (iv) the Escrow Agent shall receive from an independent certified public accountant a certification that, immediately after such transaction, the principal of and interest on the Investment Securities in such Escrow Fund will, together with other moneys available for such purpose, be sufficient to pay the Refunding Requirement. Any cash received from the disposition and substitution of Escrow Securities pursuant to this Section to the extent that, as shown in such certification. such cash will not be required, in accordance with the 2017 Indenture and this Agreement, at any time for the payment when due as provided in Section 6. shall be transferred to the Successor Agency. Section 6. Payment of Refunding Requirements. (a) The 2002 Bond Redemption Date shall be April 1, 2017. However, because the 2002 Bond Redemption Date falls on a Saturday, the payment of redemption price to Owners of the Refunded 2002 Bonds will he made on the immediately following Business Day (the `'2002 Redemption Payment Date"). On the 2002 Redemption Payment Date, the Escrow Agent shall disburse the amount indicated on Appendix A for application toward the payment and redemption of the Refunded 2002 Bonds for the equal and ratable benefit of the owners of the Refunded 2002 Bonds. (b) The 2007 Bond Redemption Date shall be October 1, 2017. However, because the 2007 Bond Redemption Date falls on a Saturday, the payment of redemption price to Owners of the Refunded 2007 Bonds will be made on the immediately following Business Day (the "2007 Redemption Payment Date"). On the April 1, 2017 interest payment date and on the 2007 Bond Redemption Date respectively, the Escrow Agent shall disburse the amount indicated on Appendix A for application toward the payment or redemption of the Refunded 2007 Bonds for the equal and ratable benefit of the owners of the Refunded 2007 Bonds. Section 7. Verification. The Successor Agency has caused schedules to be prepared relating to the sufficiency of the funds deposited in the Escrow Funds to pay the Refunding Requirements. The Successor Agency shall furnish the Escrow Agent with the report of Grant Thornton. LLP, verifying the mathematical accuracy of the computations contained in such schedules. Section 8. Compliance with Prior Indentures and this Agreement. The Escrow Agent hereby agrees that the Escrow Agent will take all the actions required to be taken by it hereunder, including the timely transfer of moneys for the payment of principal, interest and redemption premium (if any) with respect to the Refunded Bonds, in order to effectuate this Agreement. 'Ihe liability of the Escrow Agent for the payment of the Refunding Requirements, pursuant to this Section and under the Prior Indentures, shall be limited to the application, in accordance with this Agreement, of moneys in the Escrow Funds (including the Escrow Securities and interest earnings thereon, if any) available for the purposes of and in accordance with this Agreement. Section 9. Tax Covenant. Notwithstanding any other provision of this Agreement, the Authority and the Successor Agency hereby covenant that no part of the proceeds of 6 G Ida-Vcromw'rapu\\01J Fdc>Stan Reports SucLes;ur\gen,d)eht Refunding-Palm Desert S 2017 refunding-huu>ing escrow Agreement dues 2017H-A Bonds or of the moneys or funds held by the Escrow Agent hereunder shall be used, and that the Authority and the Successor Agency shall not direct the Escrow Agent to use any of such moneys or funds at any time, directly or indirectly, in a manner that would cause any of the 2017H-A Bonds to be an "arbitrage bond" under Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of execution and delivery of the 2017H-A Bonds. None of the Authority, the Successor Agency nor the Escrow Agent shall transfer or otherwise dispose of moneys and securities held in the Escrow Fund except as set forth in this Agreement; provided that the Escrow Agent may effectuate the transfer of such moneys to a successor Escrow Agent in accordance with the provisions of Section 16 relating to the transfer of rights and property to successor Escrow Agents. Section 10. Defeasance and Redemption Notices. As soon as practicable upon the Escrow Agent's receipt of moneys for deposit in the Escrow Funds pursuant to Section 4, the Escrow Agent shall send notices of defeasance to the registered owners of the Refunded Bonds and each bond insurer of the Refunded Bonds (as indentified in the Prior Indentures). substantially in the form set forth in Appendix C. No later than the 30 days (but not more than 60 days) before each Redemption Date, the Escrow Agent shall also send notices of redemption for the applicable Refunded Bonds in accordance with the Indentures, with copies to the applicable bond insurers. Section 11. Defeasance of Refunded Bonds. Concurrently with the deposit of the moneys in the Escrow Funds pursuant to Section 4 of this Agreement, the Refunded Bonds shall no longer be deemed to be "Outstanding" and unpaid within the meaning and with the effect expressed in the Prior Indentures. Section 12. Discharge of 2002 Loan and 2007 Loan. (a) Concurrently with the deposit of the moneys in the 2017H-A Escrow Fund pursuant to Section 4(a) of this Agreement, the 2002 Loan shall be deemed discharged pursuant to Section 11.03 of the 2002 Loan Agreement. (b) Concurrently with the deposit of the moneys in the 2017H-B Escrow Fund pursuant to Section 4(b) of this Agreement, the 2007 Loan shall be discharged pursuant to Section 11.03 of the 2007 Loan Agreement. Section 13. Nature of Lien. The trusts hereby created shall be irrevocable. The owners of the Refunded 2002 Bonds shall have an express lien on all of the moneys (including any securities) in the 2017H-A Escrow Fund, including the earnings thereon, until paid out, used and applied in accordance with this Agreement. The owners of the Refunded 2007 Bonds shall have an express lien on all of the moneys (including any securities) in the 2017H-B Escrow Fund, including the earnings thereon, until paid out, used and applied in accordance with this Agreement. Section 14. Amendments. This Agreement shall not be repealed, revoked, altered. amended without the written consent of all of the registered owners of the unpaid Refunded Bonds and the written consent of the Escrow Agent, the Successor Agency and the Authority: 7 li ula\-erunica I apse\tort FJn SraR Repun,Suacs.ui•\genes Debt Refunding Palm l)esert ti,\ 2017 raduoJfing-housing e.uuc.agreement does provided, however, that the Authority, the Successor Agency and the Escrow Agent may, without the consent of or notice to, such registered owners, enter into such amendment to this Agreement. if such amendment shall not materially adversely affect the rights of such registered owners and shall not be inconsistent with the terms and provisions of this Agreement. for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Agreement; (b) To grant to. or confer upon, the Escrow Agent for the benefit of the owners of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to. or conferred upon. such owners or the Escrow Agent: (c) l'o transfer to the Escrow Agent and make subject to this Agreement, additional funds securities or properties: (d) To conform the Agreement to the provisions of any law or regulations governing the tax-exempt status of the Refunded Bonds, as applicable, and the 20I7H-A Bonds in order to maintain their tax-exempt status; and (e) l'o make any other change determined by the Authority to be not materially adverse to the owners of the Refunded Bonds. The Escrow Agent shall be entitled to rely exclusively upon an opinion of Bond Counsel with respect to compliance with this Section, including the extent, if any, to which any change, modification or addition affects the rights of the owners of the Refunded Bonds. or that any instrument executed hereunder complies with the conditions and provisions of this Section. Section 15. Compensation of Escrow Agent. In consideration of the services rendered by the Escrow Agent under this Agreement, the Successor Agency agrees to and shall pay to the Escrow Agent its proper fees and expenses in accordance with the agreement therefor reached by the Escrow Agent and the Successor Agency, including all reasonable expenses, charges, counsel fees and other disbursements incurred by it or by its attorneys, agents and employees in and about the performance of their powers and duties hereunder, from any moneys of the Successor Agency and the Authority lawfully available therefor and the Escrow Agent shall have no lien whatsoever upon any of the moneys in the Escrow Funds (including any securities therein) ibr the payment of such proper fees and expenses. Section 16. Resignation or Removal of Escrow Agent; Appointment of Successor. The Escrow Agent at the time acting hereunder may at any time resign and be discharged from the trusts hereby created by giving written notice to the Authority and the Successor Agency specifying the date when such resignation will take effect. but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the owners of the Refunded Bonds or by the Authority as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. The Escrow Agent may he removed at any time by an instrument or concurrent instruments in writing, delivered to the Authority and the Successor Agency and signed by the 8 G rda\eronrc a Tapia Word files Stan Reports SuccessorAgency Debt Refunding Palm Desert S:\-2017 refunding-housing escioss agreement dock registered owners of a majority in principal amount of the Refunded Bonds. The Escrow Agent may also be removed at any time by the Authority and the Successor Agency with not less than 30 days' written notice to the Escrow Agent and the registered owners of the Refunded Bonds. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or a receiver appointed by a court, a successor Escrow Agent may be appointed by the owners of a majority in principal amount of the Refunded Bonds. by an instrument or concurrent instruments in writing, signed by such owners, or by their attorneys in fact duly authorized in writing; provided, nevertheless, that in any such event, the Authority shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the owners of a majority in principal amount of the Refunded Bonds, and any such temporary Escrow Agent so appointed by the Authority and the Successor Agency shall immediately. and without further act, be superseded by the Escrow Agent so appointed by such owners. In the event that no appointment of a successor Escrow Agent. or a temporary successor Escrow Agent, shall have been made by such owners or the Authority, pursuant to the foregoing provisions of this Section, within 30 days after written notice of the removal or resignation of the Escrow Agent has been given to the Authority and the Successor Agency, the owner of any of the Refunded Bonds, or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon. after such notice. if any, as it shall deem proper, appoint a successor Escrow Agent. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a national banking association or a corporation with trust powers organized under the banking laws of the United States or any state, and shall have at the time of appointment capital and surplus of not less than $75,000,000. Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Authority and the Successor Agency, an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent without any further act. deed or conveyance, shall become fully vested with all the rights. immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall. nevertheless, on the written request of such successor Escrow Agent. the Authority or the Successor Agency, execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all moneys held by it to its successor. Should any transfer, assignment or instrument in writing from the Authority or the Successor Agency be required by any' successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instrument in writing shall, on request, be executed, acknowledged and delivered by the Authority or the Successor Agency. Any entity into which the Escrow Agent, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may he consolidated, or any entity resulting from any merger, conversion, consolidation or tax-free 9 G rda•\-eronica I ap.a'\Cord F des StatT Reports Successor•\genes-Debt Refunding Palm Desert S:\-2017 refunding housing escrow agreement doss reorganization to which the Escrow Agent or any successor to it shall be a party, shall, if it meets the qualifications set forth in the fifth paragraph of this Section, and if it is otherwise satisfactory to the Authority and the Successor Agency, he the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 17. Limitation of Powers and Duties. The Escrow Agent shall have no power or duty to invest any funds held under this Agreement except as provided in Section 5. The Escrow Agent shall have no power or duty to transfer or otherwise dispose of the moneys held hereunder except as provided in this Agreement. Section 18. Indemnification. To the extent permitted by law, the Authority and the Successor Agency hereby assume liability for, and hereby agree (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Agent and its agents, employees and servants, from and against, any and all liabilities, obligations, losses. damages. penalties, claims, actions, suits, costs. expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Agent at any time (whether or not also indemnified against the same by the Authority or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Funds, the acceptance of the moneys and any securities deposited therein, transfer or other application of moneys by the Escrow Agent in accordance with the provisions of this Agreement: provided, however, that the Authority and the Successor Agency shall not be required to indemnify the Escrow Agent against the Escrow Agent's own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Agents agents, employees or servants. In no event shall the Successor Agency, the Authority or the Escrow Agent be liable to any person by reason of the transactions contemplated hereby other than as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement and removal or resignation of the Escrow Agent. Section 19. Limitation of Liability. The Escrow Agent and its agents and servants shall not be held to any personal liability whatsoever, in tort. contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Funds, the acceptance of the moneys or securities deposited therein, the sufficiency of the moneys or any securities held hereunder to accomplish the payment and redemption of the Refunded Bonds, or any payment, transfer or other application of moneys or any securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non- negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall incur no liability for losses arising from any investment made in accordance with this Agreement. The recitals of fact contained in the Recitals of this Agreement, shall be taken as the statements of the Authority and the Successor Agency, and the Escrow Agent assumes no responsibility for the correctness thereof'. The Escrow Agent makes no representation as to the sufficiency of any securities purchased pursuant hereto, and any moneys to accomplish the payment and redemption of the Refunded Bonds, pursuant to the Prior Indentures or to the validity of this Agreement as to the Authority or the Successor Agency and. except as otherwise provided herein, the Escrow Agent shall incur no 10 (i Ida Veronica Tapia\Cord riles Stan'Reports Successor Agencs Debt Refunding Palm Desert S.\•:tit 7 refunding.housing escrow agreement Jose liability in respect thereof. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement. except for its own negligence or willful misconduct, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. Anything in this Agreement notwithstanding, the Escrow Agent shall not be liable for any consequential (i.e., special or indirect) losses or damages in performing its duties or in exercising its rights or power pursuant to this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the Successor Agency or the Authority. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of nationally recognized bond counsel) may be deemed to be conclusively established by a written certification of the Authority or the Successor Agency. Whenever the Escrow Agent deems it necessary or desirable, that a matter specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of nationally recognized bond counsel be proved or established prior to taking, suffering, or omitting any such action, such matter may be established only by such a certificate or such an opinion. No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties in accordance with this Agreement, or in the exercise of its rights or powers. Section 20. Closing of Escrow Funds; Termination of Agreement. (a) Upon completion of disbursements from the 2017H-A Escrow Fund to redeem and pay the Refunded 2002 Bonds on the 2002 Bond Redemption Date pursuant to Section 6(a) of this Agreement, all moneys (if any) remaining in the 20171H-A Escrow Fund shall be transferred to the Debt Service Fund established under the 2017 Indenture. Thereafter, the 2017H-A Escrow Fund shall close. (b) Upon completion of disbursements from the 2017I1-B Escrow Fund to redeem and pay the Refunded 2007 Bonds on the 2007 Bond Redemption Date pursuant to Section 6(b) of this Agreement, all moneys (if any) remaining in the 2017H-B Escrow Fund shall he transferred to the Debt Service Fund established under the 2017 Indenture. Thereafter, the 201 7H-B Escrow Fund shall close. (c) This Agreement shall terminate upon the closing of the 201711-B Escrow Fund. Section 21. Governing I,aw. This Agreement shall he governed by the law of the State of California. Section 22. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Authority, the Successor Agency, or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed, and construed to be severable from, the remaining covenants and agreements contained herein and shall in no way affect the validity of the remaining provisions of this Agreement. 11 (i rdn\cromca I spin lboid Ides Stall Reports Succ eccor:\genss Debt Refunding Palm Dean SA-2017 tetiinning-housing eso o"agreement do, All the covenants, promises and agreements contained in this Agreement by, or on behalf of. the Authority. the Successor Agency or the Escrow Agent shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. Section 23. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. 12 (i rda\enm,ca Tapia Nord I-dee-Staff Reports Suicessur:\gene v.Debt Rcfimd.ng Palm Desert SA 2017 refunding-hou+mg ennOcc agreement Joiv (Housing Bonds Escrow Agreement) IN WITNESS WI-IEREOF, the parties hereto have each caused this Agreement to be executed by their duly authorized officers as of the date first written above. PALM DESERT FINANCING AUTHORITY By: Chief Administrative Officer SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY By: Executive Director U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent By: Authorized Officer C rda\-erunrca Tapia Word I des StallRcpunc Succcscor AFencc Debt Rcfundmt Palm I)cscn SA 2017 rrlimdmg•Irousms escrow abicement flocs APPENDIX A REFUNDING REQUIREMENTS I. Refunded 2002 Bonds: Redemption Redemption Date Principal Interest Premium Disbursement April 1, 2017 $ 8,095,000* $198.139.38 -- $8,293,139.38 * Consists of the folloll ing Refunded 2002 Bonds to he paid or redeemed on the 2002 Redemption Date. Maturity Date Interest Redemption (October I) Principal Rate Price 2017 $375,000 4.400% 100% 2018 395.000 4.500% 100 2019 415,000 4.625% 100 2020 435,000 4.700% 100 2021 455,000 4.800% 100 2022 475,000 4.900% 100 2031 5,545,000 5.000% 100 II. Refunded 2007 Bonds: Payment or Redemption Redemption Date Principal Interest Premium Disbursement April 1, 2017 $1,041,218.75 -- $1,041.218.75 October 1, 2017 $44,070,000* $1,041,218.75 -- 45.1 1 1,218.75 * Consists of the tollowing Refunded 2007 Bonds to be paid or redeemed on the 2007 Redemption Date: Maturity Date Interest Redemption (October I) Principal Rate Price 2017 $6,395,000 5.000% 100% 2018 6,720,000 5.000 100 2019 7,065.000 5.000 100 2020 2,525,000 5.000 100 2021 2,650,000 4.125 100 2022 2,760.000 5.000 100 2023 2,905,000 5.000 100 2024 3,055,000 4.250 100 2025 3,190,000 4.250 100 2026 3.330,000 4.250 100 2027 3,475,000 4.250 100 li.rtin Veronica I epm.\lord Piles Staff Repoutu Sucu•a<nr Aen..Debt Refunding Paint Desert SA-2017 refunding-housing escio,.agreement doe', APPENDIX B ESCROW SECURITIES I. 2017H-A Escrow Fund: On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will he sufficient to satisfy the related Refunding Requirement of$8,293.139.38 Expected Receipt at Maturity (including principal and Securities Type Maturity Principal Amount Coupon interest) II. 2017H-B Escrow Fund: On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the required disbursement of: (i) $1,041,218.75 on April 1, 2017. and (ii) $45,111,218.75 on October 1, 2017. Expected Receipt at Maturity (including principal and Securities Type Maturity Principal Amount Coupon interest) G rd.i\erunica I \\urd I-Iles Staff Repons-Successor Agency.Deht Rcfundtngd'alm Desert S•\ 2017 refunding-housing escrow agreement dour APPENDIX C Form of NOTICE OF DEFEASANCE with reference to PALM DESERT FINANCING AUTHORITY Tax Allocation (Housing Set-Aside) Revenue Bonds, Series 2002, and Tax Allocation (Housing Set-Aside) Refunding Revenue Bonds, Series 2007, as described herein This Notice is being given on behalf of the Palm Desert Financing Authority (the "Authority") to the owners of the bonds identified in Exhibit I (the "Bonds"), issued pursuant to two Indentures of Trust (the "Indentures"), each by and between the Authority and U.S. Bank National Association, as successor trustee (the "Trustee'). Pursuant to the Indentures, the lien with respect to the Bonds under the Indentures has been discharged through the irrevocable deposit of cash and certain securities (consisting of non- callable United States Treasury Obligations) in escrow funds (the "Escrow Funds"), and held pursuant to a Housing Bonds Escrow Agreement, dated as of January 1, 2017 (the "Escrow Agreement"), by and among the Authority, the Successor Agency to the Palm Desert Redevelopment Agency and the Trustee. Such deposit into the Escrow Funds has been calculated to provide sufficient moneys to pay the outstanding principal and unpaid accrued interest due on the Bonds to (and including) their respective final payment or redemption dates. as identified in Exhibit I. As a result of the deposit into the Escrow Funds, the Bonds are deemed to have been paid and defeased in accordance with the respective Indentures. Obligations of the Authority to the owners of the defeased Bonds are hereafter limited to the application of moneys in the Escrow Funds for the principal and interest payment (including redemption price, as applicable) on the Bonds as the same become due and payable as described above. Dated: , 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee G.nla\'eioniea Tapia\Curd Files Staff Repons Successor Agency Debt Refunding Palm Desert S\-2017 refunding-housing escrow agreement duce EXHIBIT I (to Notice of Defeasance) 1. Tax Allocation (Housing Set-Aside) Revenue Bonds, Series 2002, issued under Indenture of Trust, dated as of August 1, 2002 CUSIP* Date on which Remaining (Base: Principal will be Maturity Date Principal Interest Rate 696617) Redeemed 10/1/2017 $375,000 4.400% KY4 4/1/2017 10/1/2018 395,000 4.500% KZ 1 4/1/2017 10/1/2019 415,000 4.625% LA5 4/1/2017 10/1/2020 435,000 4.700% LB3 4/1/2017 10/1/2021 455,000 4.800% LC I 4/1/2017 I 10/1/2022 475,000 4.900% LD9 4/1/2017 10/1/2031 5,545,000 5.000% LE7 4/1/2017 2. Tax Allocation (Housing Set-Aside) Refunding Revenue Bonds, Series 2007, issued under Indenture of Trust, dated as of February 1, 2007 CUSIP* Date on which Remaining (Base: Principal will be Maturity Date Principal Interest Rate 696617) Paid or Redeemed 10/1/2017 $6,395,000 5.000% XN4 10/1/2017 10/1/2018 6,720,000 5.000 XP9 _ 10/1/2017 10/1/2019 7,065,000 5.000 XQ7 10/1/2017 _ 10/1/2020 2.525,000 5.000 XR5 10/1/2017 10/1/2021 2,650,000 4.125 XS3 10/1/2017 10/1/2022 2,760,000 5.000 XI1 10/1/2017 10/1/2023 2,905,000 5.000 XU8 10/1/2017 10/1/2024 3,055.000 4.250 XV6 10/1/2017 - 10/1/2025 3,190,000 4.250 XW4 10/1/2017 10/1/2026 3,330.000 4.250 XX2 10/1/2017 10/1/2027 3,475,000 4.250 XY0 10/1/2017 G rda Veronica I apia`Word Files-_Staff Repom-Sueeessnr Agents-Debt Refunding Palm Desert S' '_017 refunding housing esen,ss agreement does RESOLUTION NO. FA- 67 A RESOLUTION OF THE PALM DESERT FINANCING AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF A NON-HOUSING BOND ESCROW AGREEMENT IN CONNECTION WITH THE REFUNDING OF BONDS PREVIOUSLY ISSUED BY THE AUTHORITY 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 a program to redevelop four project areas (collectively, the "Project Areas"). C. The Former Agency and the City of Palm Desert 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 redevelopment projects benefiting the Project Areas, the Former Agency entered into the loan agreements listed in Attachment I (collectively, the "Loan Agreements," each being a "Loan Agreement") with the Authority and incurred loans thereunder (collectively, the "Agency Loans, with each being a "Agency Loan"). E. To provide funding for the Agency Loans, the Authority issued the bonds identified in Attachment I (collectively, the "Authority Bonds") pursuant to the Indentures of Trust, each by and between the Authority and the trustee thereunder (the "Indentures"). F. As of the date of this resolution, a portion (or all) of the principal amount of each Agency Loan and, correspondingly, an equivalent portion (or all) of the principal amount of each series of the Authority Bonds remain outstanding. G. Pursuant to AB X1 26 (enacted in June 2011), and the State Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, and the Successor Agency of the Palm Desert Redevelopment Agency (the "Successor Agency") was constituted. H. The Successor Agency has determined to issue bonds ("Refunding Bonds") pursuant to HSC 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 G rda\mom,Tapia 1k old I des.Staff Reports Succes.or:%genc>Debt Refunding Palm I)e,ert S\-2017 refunding P:\roe,appr„,ing non-housing esaoc.dnee RESOLUTION NO. FA-67 "Refunding Bond Law") to prepay the Agency Loans and cause a corresponding refunding of the Authority Bonds. I. in connection with the proposed refunding and defeasance of the Agency Loans and the Authority Bonds, there has been presented to the Authority, the form of a Non-Housing Bonds Escrow Agreement, by and among the Authority, the Successor Agency and U.S. Bank National Association, as trustee and escrow agent (the "Escrow Agreement"). NOW, THEREFORE, THE AUTHORITY COMMISSION OF THE PALM DESERT FINANCING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them, are true and correct. Section 2. Escrow Agreement. The Escrow Agreement, in the form on file in the office of the Authority Secretary, is hereby approved. Each of the each of the President, the Chief Administrative Officer and the Treasurer of the Authority, any deputy of such officers, and any member of the Authority Commission (each, an "Authorized Officer"), acting individually, is hereby authorized to execute and deliver, for and in the name of the Authority, the Escrow Agreement 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 3. Other Acts. The members of this Authority Commission and the Authorized Officers, and all other officers of the Authority, are hereby authorized, jointly and severally, to execute and deliver any and all necessary documents and instruments and to do all things which they may deem necessary or proper to effectuate the purposes of this Resolution and assist the Successor Agency with the refunding described herein and any such actions previously taken by such officers are hereby ratified and confirmed. (, ale Vcwmca I apia'.\\ord Fdes'Staf Reports'>u.c or:\,enev Debt Relundmg Palm l)exit S\-2017 ielundmg-FA reso approsmg nun-housing escrow does RESOLUTION NO. FA-67 APPROVED and ADOPTED this 13th day of October, 2016. ROBERT A. SPIEGEL, PRESIDENT ATTEST: RACHELLE D. KLASSEN, SECRETARY PALM DESERT FINANCING AUTHORITY G--rda t-cruniea Tapia Word Illes,Staff Reports.Successor.ecnc�..Debt Refundrng Palm Desert SA-2017 refundrng•I:\reso appro.vmg non.housnrg escurss does RESOLUTION NO. FA-67 ATTACHMENT I LIST OF AGENCY LOANS AND CORRESPONDING AUTHORITY BONDS (see attached) Loan Project Incurred Related Authority Bonds Area Year Loan Agreement Series Designation (1) 1 2002 Project Area No. 1, As Tax Allocation Refunding Amended, Loan Revenue Bonds (Project Area Agreement, dated as of No. 1, As Amended) 2002 March 1, 2002 Series A (2) 1 2003 Project Area No. 1, As Tax Allocation Revenue Bonds Amended, Loan (Project Area No. 1, As Agreement, dated as of Amended) Series 2003 - — --- July 1, 2003 — _(3) 1 2004 Project Area No. 1, As Tax Allocation Refunding Amended, Loan Revenue Bonds (Project Area Agreement, dated as of No. 1, As Amended) 2004 June 1, 2004 Series A (4) 1 2006 Project Area No. 1, As Tax Allocation Revenue Bonds Amended, Loan (Project Area No. 1, As Agreement, dated as of Amended), 2006 Series A July 1, 2006 — (5) 2 2002 Project Area No. 2 Loan Tax Allocation Refunding Agreement, dated as of Revenue Bonds (Project Area June 1, 2002 No. 2), 2002 Series A (6) 2 2003 Project Area No. 2 Loan Tax Allocation Revenue Bonds Agreement, dated as of (Project Area No. 2), Series March 1, 2003 2003 (7) 2 2006 Project Area No. 2 Loan Tax Allocation Refunding (Series Agreement (2006 Revenue Bonds (Project Area 2006A Senior Loans), dated as No. 2), 2006 Series A _ Loan) of July 1, 2006 (8) 2 2006 Project Area No. 2 Loan Subordinate Tax Allocation Agreement (2006 Revenue Capital Appreciation Subordinate Loan), Bonds (Project Area No. 2) dated as of July 1, 2006 2006 Series D (9) 3 2003 Project Area No. 3 Loan Tax Allocation Revenue Bonds Agreement, dated as of (Project Area No. 3), Series July 1, 2003 2003 (10) 3 2006 Project Area No. 3 Loan i Tax Allocation Revenue Bonds (Series Agreement (2006 (Project Area No. 3) 2006 2006A Senior Loans), dated as Series A; Loan) ! of July 1, 2006 lr Ida\-cwt..r 1apia\ford I des Stall Rcpoo.Successor-\gencv Ueht Refimdrne Palm l)e ert S,\ ]''I7 reminding-I:\reso apples rng nom housmg escrow Js+et RESOLUTION NO. FA-67 RESOLUTION NO. FA- Loan -- -- - - -. Project Incurred Related Authority Bonds Area Year Loan Agreement Series Designation (11) 3 2006 Project Area No. 3 Loan Tax Allocation Revenue (Series Agreement (2006 Capital Appreciation Bonds 2006B Senior Loans), dated as (Project Area No. 3) 2006 Loan) of July 1, 2006 _ Series B (12) 3 2006 Project Area No. 3 Loan Subordinate Tax Allocation Agreement (2006 Revenue Capital Appreciation Subordinate Loan), Bonds (Project Area No. 3) dated as of July 1, 2006 2006 Series C (13) 4 1998 Project Area No. 4 Loan Tax Allocation Revenue Bonds Agreement, dated as of (Project Area No. 4), Series March 1, 1998 1998 (14) 4 2001 Project Area No. 4 Loan Tax Allocation Revenue Bonds Agreement, dated as of (Project Area No. 4), Series November 1, 2001 2001 (15) 4 2006 Project Area No. 4 Loan Tax Allocation Refunding (Series Agreement, dated as of Revenue Bonds (Project Area 2006A July 1, 2006 No. 4) 2006 Series A Loan) (16) 4 2006 Project Area No. 4 Loan Tax Allocation Revenue (Series Agreement, dated as of Capital Appreciation Bonds 2006B July 1, 2006 (Project Area No. 4) 2006 L. Loan) _ Series B (r rda\eiomen Tapia\\ord Piles Statl'Report,Successor Agency Debt Refunding Palm Desert S. -:017 lefundmg-F:\reso appros mg nun housnig es,oss clot\ NON-HOUSING BONDS ESCROW AGREEMENT by and among PALM DESERT FINANCING AUTHORITY, SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Escrow Agent Dated as of January 1, 2017 Relating to Defeasance of: Various Series of Palm Desert Financing Authority Tax Allocation Revenue Bonds and Tax Allocation Refunding Revenue Bonds as described herein (and corresponding prepayment of loans under Loan Agreements, by and among the Authority, the former Palm Desert Redevelopment Agency and the trustee thereunder) G\rdd\‘.ei,iniLd Jpm\Nnrd I Ile\ IaII Nrport\luuiowr,Nile lk\\Ik•ht It,funding\I'alm Ik•..en SA 2017 refunding non hou.me ex new grrenlem dk\ TABLE OF CONTENTS Page Section I. Definitions 2 Section 2. Escrow Agent's Acceptance of Duties 4 Section 3. Incorporation of Prior Indentures 4 Section 4. Escrow Funds Deposits 4 Section 5. Maintenance of Escrow Funds 5 Section 6. Payment of Refunding Requirements 6 Section 7. Verification. 6 Section 8. Compliance with Prior Indentures and this Agreement 6 Section 9. Tax Covenant 6 Section 10. Defeasance and Redemption Notices 7 Section II. Defeasance of Refunded Bonds 7 Section 12. Discharge of Prior Loans.. 7 Section 13. Nature of Lien 7 Section 14. Amendments 7 Section 15. Compensation of Escrow Agent. 8 Section 16. Resignation or Removal of Escrow Agent; Appointment of Successor. 8 Section 17. Limitation of Powers and Duties. 9 Section 18. Indemnification 10 Section 19. Limitation of Liability 10 Section 20. Closing of Escrow Funds; Termination of Agreement. l 1 Section 21. Governing Law l l Section 22. Severability. 11 Section 23. Counterparts l 1 Appendix A — List of 2017A Prior Bonds Appendix B — List of 2017B Prior Bonds Appendix C — Refunding Requirements Appendix D — Escrow Securities Appendix E — Form of Defeasance Notice (1\rJ.1\V,ron.L Tapia\N-ord I dr,\Starr R.•port,\Suu.,,or Agrn.}\I kht R;lunding\I'JIm I) rt SA 2017 raundmg non housing:,.r 's agr,,mcnt doss NON-HOUSING BONDS ESCROW AGREEMENT This Non-Housing Bonds Escrow Agreement (this "Agreement"), dated as of January 1, 2017, is by and among the Palm Desert Financing Authority, a joint exercise of powers agency duly organized and existing pursuant to the laws of the State of California (the "Authority"), the Successor Agency to the Palm Desert Redevelopment Agency, a public entity existing under the laws of the State of California (the "City"), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as successor trustee under the Prior Indentures and Prior Loan Agreements described below and escrow agent hereunder (the "Escrow Agent"). 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 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 a program to redevelop four project areas (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 Authority. D. To finance and refinance redevelopment projects benefiting the Project Areas, the Former Agency entered into multiple loan agreements including, among others: (i) those identified in Appendix A (the "2017A Prior Loan Agreements") with the Authority and incurred loans thereunder (the "2017A Prior Loans"), and (ii) those identified in Appendix B (the "2017B Prior Agreements" and, together with the 2017A Prior Loan Agreements, the "Prior Loan Agreements") with the Authority and incurred loans thereunder (the "2017B Prior Loans" and, together with the 2017A Prior Loans, the "Prior Loans"). E. To provide funding for the 2017A Prior Loans and the 2017B Prior Loans, the Authority issued: (i) the bonds (the "2017A Prior Bonds") pursuant to the Indentures of Trust (the "2017A Prior Indentures") identified in Appendix A and (ii) the bonds (the "2017B Prior Bonds" and, together with the 2017A Prior Bonds, the "Prior Bonds") pursuant to the Indentures of Trust (the "2017B Prior Indentures" and, together with the 2017A Prior Indentures, the "Prior Indentures") identified in Appendix B. F. Pursuant to the Prior Indentures, the Prior Bonds arc secured by "Revenues," consisting of amounts repaid by the Former Agency (as succeeded by the Successor Agency") for the Prior Loans. G. Pursuant to AB X 126 (enacted in June 2011), and the State Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted. (1\rd.\\-;nnu,a I apiu\Nord I dr,\Sian Krrnt,\sua.•„or Agrm \Itch!K:IunJmOPJIm Its rn SA 2.17 rriundin non hou.mg..xro%ugrrrmrm Jai\ H. The Successor Agency has determined to issue its Tax Allocation Refunding Bonds, 2017 Series A, in the aggregate principal amount of $ (the "2017A Bonds"), pursuant to an Indenture, dated as of January 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee. I. The 2017A Bonds are being issued to effect a refunding of all of the outstanding 2017A Prior Bonds and the concurrent discharge of the 2017A Prior Loans. J. The Successor Agency has determined to issue its Taxable Tax Allocation Refunding Bonds, 2017 Series B, in the aggregate principal amount of $ (the "20I7B Bonds" and, together with the 20I7A Bonds, the "2017 Bonds"), pursuant to the 2017 Indenture. K. The 2017B Bonds are being issued to effect a refunding of all of the outstanding 2017B Prior Bonds and the concurrent discharge of the 20I7B Prior Loans. L. Pursuant to the 2017 Indenture and this Agreement, the Successor Agency will also cause to be transferred to the Escrow Agent, a portion of the sale proceeds of 2017 Bonds, together with other moneys, for the deposit into the escrow funds (the "Escrow Funds") to be established under this Agreement, to effect the defeasance of the outstanding Prior Bonds (and the concurrent discharge of the Prior Loans). M. Pursuant, and subject, to the terms of the Prior Indentures, if there has been deposited with the Escrow Agent, to he held in escrow, cash or qualified securities (or a combination thereof) which shall provide sufficient moneys to pay and redeem any portion of the outstanding Prior Bonds through maturity or a designated redemption date, then the Authority's obligations with respect to such Prior Bonds shall be discharged and the lien with respect to such Prior Bonds under the Prior Indentures shall cease (except for the payment thereof from the moneys held in escrow by the Escrow Agent) and such Prior Bonds shall he defeased. N. The Authority and the Successor Agency are entering into this Agreement in order to provide for the proper and timely application of the proceeds from the 2017 Bonds and other moneys toward the defeasance and the payment and redemption of the Prior Bonds. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: Section 1. Definitions. (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa. Unless the context clearly requires otherwise, capitalized terms used in this Agreement shall have the meanings ascribed to them in the introductory paragraph and the Recitals hereof. In addition, as used herein, the following terms shall have the following meanings: "2002 PA 1 Escrow Account," "2003 PA 1 Escrow Account," "2004 PA 1 Escrow Account," "2002 PA2 Escrow Account," "2003 PA2 Escrow Account" and "1998 PA4 Escrow Account" mean, respectively, the account by such names established within the 2017A Escrow Fund pursuant to Section 4. B-2 (1\rd.O‘,ronk.1 Tapm\Nord I dS ueee..or Agent\\I K•hl R,IunJrn\Palm Ws, SA '_nl 7 relundme non ha using es,r r ngr::menl Joey "2006A PA 1 Escrow Account," "2003 PA2 Escrow Account," "2006A PA2 Escrow Account," "2006D PA2 Escrow Account," "2003 PA3 Escrow Account," "2006A PA3 Escrow Account," "2006B PA3 Escrow Account," "2006C PA3 Escrow Account," "2001 PA4 Escrow Account," "2006A PA4 Escrow Account" and "2006B PA4 Escrow Account" mean, respectively, the account by such names established within the 2017B Escrow Fund pursuant to Section 4. "2017A Escrow Fund" means the fund by that name established by the Escrow Agent pursuant to Section 4. "2017B Escrow Fund" means the fund by that name established by the Escrow Agent pursuant to Section 4. "Bond Counsel" means Richards, Watson & Gershon, A Professional Corporation, or such other attorney or firm of attorneys of nationally recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Code selected by the Authority and the Successor Agency. "Closing Date" means January _, 2017, the date on which the 2017 Bonds are being issued. "Code" means the Internal Revenue Code of 1986, as amended. "Escrow Accounts" means, collectively, the accounts within the Escrow Funds. "Escrow Funds" means, together, the 20I7A Escrow Fund and the 2017B Escrow Fund. "Escrow Securities" means the Investment Securities to be deposited in the each Escrow Account established within the Escrow Funds, as described in Appendix D. "Investment Securities" means noncallable direct obligations of the United States of America, or bonds or other obligations which are noncallable and the payment of principal and interest of which are unconditionally and fully guaranteed by the United States of America, to mature or he withdrawable, as the case may he, not later than the time when needed for the payment and redemption of the Refunded Bonds in order to discharge the pledge and lien securing the Refunded Bonds. "Redemption Date" means: (i) with respect to the Refunded PA2 Bonds, February 1, 2017, and (ii) with respect to all other Refunded Bonds, April 1, 2017. "Refunded Bonds" means the remaining unpaid Prior Bonds to be defeased, paid and redeemed, pursuant to this Agreement, as further described in Appendix C. "Refunded PA2 Bonds" means the portion of the Prior Bonds related to "Project Area 2" (as identified in Appendices A and B) to he defeased, paid and redeemed, pursuant to this Agreement. B-3 ( kd.d\'cr,meTapw\W,nlI1 \,lIIH:pm(ivar..ar,\een,y\I khr RImWmg'I Im Ikvr1'A 2017 r'Iundn non huumng rk roa ug rccm.•nl Juo "Refunding Requirement" means, with respect to Refunded Bonds of each series designation, an amount sufficient to pay the principal, interest and the redemption premium (if any) with respect to such Refunded Bonds on the applicable Redemption Date as set forth in Appendix C. Section 2. Escrow Agent's Acceptance of Duties. The Escrow Agent hereby accepts the duties and obligations expressly provided in this Agreement and agrees that the irrevocable instructions to the Escrow Agent contained herein are in a form satisfactory to it. Section 3. Incorporation of Prior Indentures. The applicable and necessary provisions of the Prior Indentures, including redemption provisions and defeasance provisions set forth therein, are incorporated herein by reference. Section 4. Escrow Funds Deposits. (a) There is hereby created and established with the Escrow Agent, a special and irrevocable trust fund designated the "2017A Escrow Fund," to he held by the Escrow Agent separate and apart from all other funds of the Authority, the Successor Agency or the Escrow Agent and used only for the purposes and in the manner provided in this Agreement. Within the 2017A Escrow Fund, the Escrow Agent shall establish the separate accounts and make the deposits set forth below on the Closing Date: (A) (B) (C) (D) (E) (F) Release from Release from Reserve Total Revenue Fund held Deposit into Related Prior Deposit from Fund held under Account on Bonds Proceeds of under related Prior Closing Date (as defined in 2017 A related Prior Loan (Columns C Account designation Appendix A) Bonds Indenture Agreement +D+ F.) 2002 PA 1 Escrow Account 2002 PM 1 Bonds 2003 PA I Escrow Account 2003 PA I Bonds 2004 PA 1 Escrow Account 2004 PA I Bonds 2002 PA2 Escrow Account 2002 PA2 Bonds 2003 PA2 Escrow Account 2003 PA2 Bonds* 1998 PA4 Escrow Account 1998 PA4 Bonds * Consisting of a portion of each maturity of the 2002 PA2 Bonds: (i) $169,400 of the principal maturing on August I. 2023, (ii) $176,176 of the principal maturing on August I, 2024, (iii) $481,096 of the principal maturing on August I. 2026, and (iv)$2,221,560 of the principal maturing on August I, 2033. B-4 vda\\c1,,n1..1 I rl.A\4 rJ I dr.\1Wr1 Ainc,k cht R Iundmg\I'a1m I k..cn\:\•211 7 refunding•nan•hou.m ugrccmcnl Jn.\ (b) There is hereby created and established with the Escrow Agent, a special and irrevocable trust fund designated the "20I7B Escrow Fund," to be held by the Escrow Agent separate and apart from all other funds of the Authority, the Successor Agency or the Escrow Agent and used only for the purposes and in the manner provided in this Agreement. Within the 2017B Escrow Fund, the Escrow Agent shall establish the separate accounts and make the deposits set forth below on the Closing Date: (A) (B) (C) (D) (E) (F) Release from Release from Reserve Total Revenue Fund held Deposit into Related Prior Deposit from Fund held under Account on Bonds Proceeds of under related Prior Closing Date (as defined in 2017B related Prior Loan (Columns C Account designation Appendix B) Bonds Indenture Agreement +D+ E) 2006 PAl Escrow Account 2006 PAI Bonds 2003 PA2 Escrow Account 2003 PA2 Bonds* 2006A PA2 Escrow Account 2006A PA2 Bonds 2006D PA2 Escrow Account 2006D PA2 Bonds 2003 PA3 Escrow Account 2003 PA3 Bonds 2006A PA3 Escrow Account 2006A PA3 Bonds 2006B PA3 Escrow Account 2006B PA3 Bonds 2006C PA3 Escrow Account 2006C PA3 Bonds 2001 PA4 Escrow Account 2001 PA4 Bonds 2006A PA4 Escrow Account 2006A PA4 Bonds 2006V PA4 Escrow Account 2006B PA4 Bonds * Consisting of a portion of each maturity of the 2002 PA2 Bonds: (i) $705,600 of the principal maturing on August 1, 2023, (ii) $733,R24 of the principal maturing on August I, 2024, (iii) $2,(X)3,904 of the principal maturing on August I, 2026,and (iv) $9,253,440 of the principal maturing on August 1. 2033. (c) Each Escrow Account constitutes a special and irrevocable trust fund for purposes of effecting the concurrent defeasance of the related Refunded Bonds and the discharge of the related Prior Loan. Section 5. Maintenance of Escrow Funds. (a) The Escrow Agent, upon receipt of the moneys described in Section 4 shall immediately invest the moneys in each Escrow Account as described in Appendix D. All proceeds received upon the maturity of the Escrow Securities, including interest earnings thereon, shall be retained in the related Escrow Account. The Escrow Agent is hereby authorized and empowered to deposit uninvested monies held hereunder from time to time in a demand deposit account, without payment of interest thereon as provided hereunder, established at commercial banks that are corporate affiliates of the Escrow Agent. (h) Notwithstanding the foregoing or any other provision of this Agreement to the contrary, at the written request of the Successor Agency and upon compliance with the B-5 (.\rd\Vann¢.IJim kord 1 Jr.UI,CI H;pnrt.\Sui cr..ur Agerk \I khr HrlunJmc\IIJm Ikvvt C,\ '_u I7 relunJms non houong.•.:n),.rgroomen'Joix conditions hereinafter set forth, the Escrow Agent shall have the power to sell, transfer, request the redemption of or otherwise dispose of some or all of the Escrow Securities in each Escrow Account and to substitute Investment Securities. The foregoing may he effected only if: (i) the substitution of Investment Securities for the substituted Escrow Securities occurs simultaneously; (ii) the amounts of and dates on which the anticipated moneys from such Escrow Account to be available for the payment or redemption of the related Refunded Bonds on each payment or redemption date identified in Appendix C will not be diminished or postponed thereby, as shown in the certification (described below) of an independent certified public accountant; (iii) the Escrow Agent shall receive the unqualified opinion of counsel to the effect that the Successor Agency has the right and power to effect such disposition and substitution; and (iv) the Escrow Agent shall receive from an independent certified public accountant a certification that, immediately after such transaction, the principal of and interest on the Investment Securities in such Escrow Account will, together with other moneys available for such purpose, be sufficient to pay the related Refunding Requirement. Any cash received from the disposition and substitution of Escrow Securities pursuant to this Section to the extent that, as shown in such certification, such cash will not be required, in accordance with the 2017 Indenture and this Agreement, at any time for the payment when due as provided in Section 6, shall he transferred to the Successor Agency. Section 6. Payment of Refunding Requirements. On each payment or redemption date identified in Appendix C, the Escrow Agent shall disburse the amount indicated on Appendix C for application toward the payment or redemption of the related Refunded Bonds, for the equal and ratable benefit of the owners of the related Refunded Bonds; provided, that if such payment or redemption date falls on a Saturday or Sunday, then the actual disbursement may be made on the following business day.. Section 7. Verification. The Successor Agency has caused schedules to be prepared relating to the sufficiency of the funds deposited in the Escrow Funds to pay the Refunding Requirements. The Successor Agency shall furnish the Escrow Agent with the report of Grant Thornton, LLP, verifying the mathematical accuracy of the computations contained in such schedules. Section 8. Compliance with Prior Indentures and this Agreement. The Escrow Agent hereby agrees that the Escrow Agent will take all the actions required to be taken by it hereunder, including the timely transfer of moneys for the payment of principal, interest and redemption premium (if any) with respect to the Refunded Bonds, in order to effectuate this Agreement. The liability of the Escrow Agent for the payment of the Refunding Requirements, pursuant to this Section and under the Prior Indentures, shall be limited to the application, in accordance with this Agreement, of moneys in the Escrow Funds (including the Escrow Securities and interest earnings thereon, if any) available for the purposes of and in accordance with this Agreement. Section 9. Tax Covenant. Notwithstanding any other provision of this Agreement, the Authority and the Successor Agency hereby covenant that no part of the proceeds of 2017A Bonds or of the moneys or funds held by the Escrow Agent hereunder shall be used, and that the Authority and the Successor Agency shall not direct the Escrow Agent to use any of such moneys or funds at any time, directly or indirectly, in a manner that would cause any of the 2017A Bonds to be an "arbitrage bond" under Section 148 of the Code and the regulations of the B-6 G\rJu\S,rvomia Tapu\N-ord 111,,\flan kepon.\Su,,,..nr Ag.•rks lreht R,IunJing\I'ahn Desert SA 2017 r:lund n non hou.mg ag RYm nI Jok\ Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of execution and delivery of the 2017A Bonds. None of the Authority, the Successor Agency nor the Escrow Agent shall transfer or otherwise dispose of moneys and securities held in the 2017A Escrow Fund except as set forth in this Agreement; provided that the Escrow Agent may effectuate the transfer of such moneys to a successor Escrow Agent in accordance with the provisions of Section 16 relating to the transfer of rights and property to successor Escrow Agents. Section 10. Defeasance and Redemption Notices. As soon as practicable upon the Escrow Agent's receipt of moneys for deposit in the Escrow Funds pursuant to Section 4, the Escrow Agent shall send notices of defeasance to the registered owners of the Refunded Bonds and each bond insurer of the Refunded Bonds (as indentified in the Prior Indentures), substantially in the form set forth in Appendix E. No later than the 30 days (but not more than 60 days) before each Redemption Date, the Escrow Agent shall also send notices of redemption for the applicable Refunded Bonds in accordance with the Indentures, with copies to the applicable bond insurers; provided, that it is recognized that for the Refunded PA2 Bonds (which have a Redemption Date of February 1, 2017), a notice of redemption was sent before the execution and delivery of this Agreement. Section 11. Defeasance of Refunded Bonds. Concurrently with the deposit of the moneys in the Escrow Funds pursuant to Section 4 of this Agreement, the Refunded Bonds shall no longer be deemed to be "Outstanding" and unpaid within the meaning and with the effect expressed in the Prior Indentures. Section 12. Discharge of Prior Loans. Concurrently with the deposit of the moneys in the Escrow Funds pursuant to Section 4 of this Agreement, the Prior Loans shall be deemed discharged pursuant to the terns of the Prior Loan Agreements. Section 13. Nature of Lien. The trusts hereby created shall be irrevocable. The owners of the Refunded Bonds shall have an express lien on all of the moneys (including any securities) in the Escrow Account relating to the Refunded Bonds owned by such owners, including the earnings thereon, until paid out, used and applied in accordance with this Agreement. Section 14. Amendments. This Agreement shall not be repealed, revoked, altered, amended without the written consent of all of the registered owners of the unpaid Refunded Bonds and the written consent of the Escrow Agent, the Successor Agency and the Authority; provided, however, that the Authority, the Successor Agency and the Escrow Agent may, without the consent of or notice to, such registered owners, enter into such amendment to this Agreement, if such amendment shall not materially adversely affect the rights of such registered owners and shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) To cure any ambiguity or formal defect or omission in this Agreement; B-7 C.krJa\vcront,Iupta\Word I de.\Suit K.•pm,\Surer,.or Agrniy I)'ht Kr iundmg\I'ulm Ikti•rt SA 2,117 relund n non hou.mg.•v row ug roomo ni doer (b) To grant to, or confer upon, the Escrow Agent for the benefit of the owners of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such owners or the Escrow Agent; (c) To transfer to the Escrow Agent and make subject to this Agreement, additional funds securities or properties; (d) To conform the Agreement to the provisions of any law or regulations governing the tax-exempt status of the Prior Bonds, as applicable, and the 2017A Bonds in order to maintain their tax-exempt status; and (e) To make any other change determined by the Authority to be not materially adverse to the owners of the Refunded Bonds. The Escrow Agent shall he entitled to rely exclusively upon an opinion of Bond Counsel with respect to compliance with this Section, including the extent, if any, to which any change, modification or addition affects the rights of the owners of the Refunded Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section. Section 15. Compensation of Escrow Agent. In consideration of the services rendered by the Escrow Agent under this Agreement, the Successor Agency agrees to and shall pay to the Escrow Agent its proper fees and expenses in accordance with the agreement therefor reached by the Escrow Agent and the Successor Agency, including all reasonable expenses, charges, counsel fees and other disbursements incurred by it or by its attorneys, agents and employees in and about the performance of their powers and duties hereunder, from any moneys of the Successor Agency and the Authority lawfully available therefor and the Escrow Agent shall have no lien whatsoever upon any of the moneys in the Escrow Funds (including any securities therein) for the payment of such proper fees and expenses. Section 16. Resignation or Removal of Escrow Agent; Appointment of Successor. The Escrow Agent at the time acting hereunder may at any time resign and be discharged from the trusts hereby created by giving written notice to the Authority and the Successor Agency specifying the date when such resignation will take effect, but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the owners of the Refunded Bonds or by the Authority as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, delivered to the Authority and the Successor Agency and signed by the registered owners of a majority in principal amount of the Refunded Bonds. The Escrow Agent may also be removed at any time by the Authority and the Successor Agency with not less than 30 days' written notice to the Escrow Agent and the registered owners of the Refunded Bonds. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or a receiver appointed by a court, a successor Escrow Agent may be appointed by the B-8 l kJa\6,rnmu Iapia\Word I dr,\Sian Hrport,\Sum•„or Agrnr yV khr R,Iundmg\I'alm Ia',It SA 2n17 r,lundrn mm .rgrccmrnt Jo,r owners of a majority in principal amount of the Refunded Bonds, by an instrument or concurrent instruments in writing, signed by such owners, or by their attorneys in fact duly authorized in writing; provided, nevertheless, that in any such event, the Authority shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the owners of a majority in principal amount of the Refunded Bonds, and any such temporary Escrow Agent so appointed by the Authority and the Successor Agency shall immediately, and without further act, be superseded by the Escrow Agent so appointed by such owners. In the event that no appointment of a successor Escrow Agent, or a temporary successor Escrow Agent, shall have been made by such owners or the Authority, pursuant to the foregoing provisions of this Section, within 30 days after written notice of the removal or resignation of the Escrow Agent has been given to the Authority and the Successor Agency, the owner of any of the Refunded Bonds, or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall he a national banking association or a corporation with trust powers organized under the banking laws of the United States or any state, and shall have at the time of appointment capital and surplus of not less than $75,000,000. Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Authority and the Successor Agency, an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of such successor Escrow Agent, the Authority or the Successor Agency, execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all moneys held by it to its successor. Should any transfer, assignment or instrument in writing from the Authority or the Successor Agency be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to he vested in the predecessor Escrow Agent, any such transfer, assignment and instrument in writing shall, on request, be executed, acknowledged and delivered by the Authority or the Successor Agency. Any entity into which the Escrow Agent, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any entity resulting from any merger, conversion, consolidation or tax-free reorganization to which the Escrow Agent or any successor to it shall he a party, shall, if it meets the qualifications set forth in the fifth paragraph of this Section, and if it is otherwise satisfactory to the Authority and the Successor Agency, be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 17. Limitation of Powers and Duties. The Escrow Agent shall have no power or duty to invest any funds held under this Agreement except as provided in Section 5. The B-9 G Irde\V;ramie Tapu\Hud III,AStatt RipondSuLLe,or Ageni,Ukht R;Iund n\I.lm IX,rt SA 21)17 rdunJmg non.h u•n ag re.mi nl Ji' Escrow Agent shall have no power or duty to transfer or otherwise dispose of the moneys held hereunder except as provided in this Agreement. Section 18. Indemnification. To the extent permitted by law, the Authority and the Successor Agency hereby assume liability for, and hereby agree (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Agent and its agents, employees and servants, from and against, any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may he imposed on, incurred by, or asserted against, the Escrow Agent at any time (whether or not also indemnified against the same by the Authority or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Funds, the acceptance of the moneys and any securities deposited therein, transfer or other application of moneys by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the Authority and the Successor Agency shall not be required to indemnify the Escrow Agent against the Escrow Agent's own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Agent's agents, employees or servants. In no event shall the Successor Agency, the Authority or the Escrow Agent be liable to any person by reason of the transactions contemplated hereby other than as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement and removal or resignation of the Escrow Agent. Section 19. Limitation of Liability. The Escrow Agent and its agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Funds, the acceptance of the moneys or securities deposited therein, the sufficiency of the moneys or any securities held hereunder to accomplish the payment and redemption of the Refunded Bonds, or any payment, transfer or other application of moneys or any securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non- negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall incur no liability for losses arising from any investment made in accordance with this Agreement. The recitals of fact contained in the Recitals of this Agreement, shall be taken as the statements of the Authority and the Successor Agency, and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of any securities purchased pursuant hereto, and any moneys to accomplish the payment and redemption of the Refunded Bonds, pursuant to the Prior Indentures or to the validity of this Agreement as to the Authority or the Successor Agency and, except as otherwise provided herein, the Escrow Agent shall incur no liability in respect thereof. The Escrow Agent shall not he liable in connection with the performance of its duties under this Agreement, except for its own negligence or willful misconduct, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. Anything in this Agreement notwithstanding, the Escrow Agent shall not be liable for any consequential (i.e., special or indirect) losses or damages in performing its duties or in exercising its rights or power pursuant to this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the Successor Agency or the Authority. Whenever the Escrow Agent shall deem it necessary or desirable that a B-10 (;\rda\C;ronna Tapia\V ord I da\Sall R.portn\Suuossor.' nia\Ikhl R,rundmg\Palm I), n 1 N 2n17 rrlundmg non housing rya+w agr.rni.nl flora matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of nationally recognized bond counsel) may be deemed to be conclusively established by a written certification of the Authority or the Successor Agency. Whenever the Escrow Agent deems it necessary or desirable, that a matter specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of nationally recognized bond counsel be proved or established prior to taking, suffering, or omitting any such action, such matter may be established only by such a certificate or such an opinion. No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties in accordance with this Agreement, or in the exercise of its rights or powers. Section 20. Closing of Escrow Funds; Termination of Agreement. (a) Upon completion of disbursements from each Escrow Account within the 2017A Escrow Fund to redeem and pay the related Refunded Bonds pursuant to Section 6 of this Agreement, all moneys (if any) remaining in such Escrow Account shall be transferred to the Debt Service Fund established under the 2017 Indenture, to be applied to the next payment of debt service of the 2017A Bonds. Thereafter, such Escrow Account will he closed. (b) Upon completion of disbursements from each Escrow Account within the 2017B Escrow Fund to redeem and pay the related Refunded Bonds pursuant to Section 6 of this Agreement, all moneys (if any) remaining in such Escrow Account shall be transferred to the Debt Service Fund established under the 2017 Indenture, to he applied to the next payment of debt service of the 2017B Bonds. Thereafter, such Escrow Account will he closed. (c) An Escrow Fund shall be closed upon the closing of all of the Escrow Account therein. This Agreement shall terminate upon the closing of both Escrow Funds. Section 21. Governing Law. This Agreement shall he governed by the law of the State of California. Section 22. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Authority, the Successor Agency, or the Escrow Agent to be performed should he determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed, and construed to he severable from, the remaining covenants and agreements contained herein and shall in no way affect the validity of the remaining provisions of this Agreement. All the covenants, promises and agreements contained in this Agreement by, or on behalf of, the Authority, the Successor Agency or the Escrow Agent shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. Section 23. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and he but one and the same instrument. B-1 1 U 4dJ\V'.rom.0 Tepi.dNord I Repon.\Su,,e,or Agen, \Ikhl Hrlunding\Pulnl IAert SA 2uI7 relunifing non housing .cement docn (Non-Housing Bonds Escrow Agreement) IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to he executed by their duly authorized officers as of the date first written above. PALM DESERT FINANCING AUTHORITY By: Chief Administrative Officer SUCCESSOR AGENCY TO THE PALM DESERT REDEVELOPMENT AGENCY By: Executive Director U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent By: Authorized Officer I i VJ.AV.romie Tupu IA id I Iles\Slall Ro pon.)suur..or Aniy\l khl HrlunJmg l'ulm I lc.rrl SA 2n17 rrlundmg nun hou.mc r.i rou ug rrimenl Joe. APPENDIX A LIST OF 2017A PRIOR BONDS Project Prior Bonds Series Related Prior Loan Area Designation Related Prior Indenture Agreement (I) 1 Tax Allocation Refunding Indenture of Trust,dated as of Project Area No. I. As Revenue Bonds(Project Area March 1, 2002 Amended, Loan Agreement. No. 1, As Amended) 2002 dated as of March I, 2002 Series A ("2(x)2 PAI Bonds") (2) 1 Tax Allocation Revenue Bonds Indenture of Trust,dated as of Project Area No. I. As (Project Area No. 1, As July 1, 2003 Amended, Loan Agreement, Amended)Series 2003 dated as of July 1, 2003 ("2003 PAI Bonds") (3) 1 Tax Allocation Refunding Indenture of Trust,dated as of Project Area No. I, As Revenue Bonds(Project Area June 1, 2004 Amended, Loan Agreement, No. 1, As Amended) 2004 dated as of June 1, 2004 Series A ("2004 PAI Bonds") (4) 2 Tax Allocation Refunding Indenture of Trust,dated as of Project Area No. 2 Loan Revenue Bonds(Project Area June I.2002 Agreement, dated as of June 1, No. 2),2002 Series A 2002 ("2002 PA2 Bonds") (5) 2 Tax Allocation Revenue Bonds Indenture of Trust,dated as of Project Area No. 2 Loan (Project Area No. 2). Series March I. 2003 Agreement,dated as of March 2003 ("2003 PA2 Bonds"), hut I, 2003 solely: (i) $169,400 of the principal maturing on August I. 2023, (ii)$176,176 of the principal maturing on August 1, 2024, (iii) $481,096 of the principal maturing on August 1, 2026,and (iv)$2,221,560 of the principal maturing on August I. 2033 (6) 4 Tax Allocation Revenue Bonds Indenture of Trust,dated as of Project Area No.4 Loan (Project Area No.4). Series March I, 1998 Agreement,dated as of March 1998 1, 1998 ("1998 PA4 Bonds") A-1 l rJ.rw:ronk,I ot, µturf I k.\Sr.II Rcrym.\Suac..nr AgcncvNkhl R,Iumhnv\I'.rlm I%. n NA•21)17 rcrundme•n n.hou.mc cv roa-.rg rccmrm Ji. APPENDIX B LIST OF 2017B PRIOR BONDS Project Prior Bonds Series Related Prior Loan Area Designation Related Prior Indenture Agreement (I) I Tax Allocation Revenue Bonds Indenture of Trust,dated as of Project Area No. I.As (Project Area No. 1, As July I. 2006 Amended, Loan Agreement. Amended), 2006 Series A dated as of July 1. 2006 ("2006 PAI Bonds") (2) 2 Tax Allocation Revenue Bonds Indenture of Trust,dated as of Project Area No. 2 Loan (Project Area No. 2). Series March I, 2003 Agreement,dated as of March 2003 ("2003 PA2 Bonds"). hut 1.2003 solely: (i)S705,600 of the principal maturing on August 1, 2023.(ii) $733,824 Of the principal maturing on August 1. 2024,(iii)$2.003,904 of the principal maturing on August 1, 2026,and(iv)$9,253,440 of the principal maturing on August I. 2033 (3) 2 Tax Allocation Refunding Indenture of Trust,dated as of Project Area No. 2 Loan Revenue Bonds(Project Area July 1, 2006 Agreement (2006 Senior No. 2), 2006 Series A Loans),dated as of July I, 2006 ("2006A PA2 Bonds") (4) 2 Subordinate Tax Allocation Indenture of Trust,dated as of Project Area No. 2 Loan Revenue Capital Appreciation July I. 2006 Agreement(2(06 Subordinate Bonds(Project Area No. 2) Loan).dated as of July I, 2006 2006 Series D ("20O6D PA2 Bonds") (5) 3 Tax Allocation Revenue Bonds Indenture of Trust,dated as of Project Area No. 3 Loan (Project Area No. 3). Series July 1, 2003 Agreement,dated as of July I, 2003 2003 ("2003 PA3 Bonds") (6) 3 Tax Allocation Revenue Bonds Indenture of Trust,dated as of Project Area No. 3 Loan (Project Area No. 3) 2006 July I. 2006 Agreement (2006 Senior Series A Loans).dated as of July 1, 2006 ("2(x)6A PA3 Bonds") (7) 3 Tax Allocation Revenue Capital Indenture of Trust, dated as of Project Area No. 3 Loan Appreciation Bonds(Project July I. 2006 Agreement (2006 Senior Area No. 3) 2006 Series B Loans),dated as of July I. 2006 ("2006B PA3 Bonds") B-1 ( I'apm\W rd I dr.\SL.dt kcport..\Succc..or AEow.s\Debt Hrlundmc\Palm I k crt SA 2,117 rrtundmg•nomhunnmg agrrcmcnl duct Project Prior Bonds Series Related Prior Loan Area Designation Related Prior Indenture Agreement (8) 3 Subordinate Tax Allocation Indenture of Trust,dated as of Project Area No. 3 Loan Revenue Capital Appreciation July 1, 2006 Agreement (2006 Subordinate Bonds(Project Area No. 3) Loan),dated as of July 1. 2006 2006 Series C ("2006C PA3 Bonds") (9) 4 Tax Allocation Revenue Bonds Indenture of Trust,November Project Area No.4 Loan (Project Area No.4). Series I. 2001 Agreement.dated as of 2001 November 1, 2001 ("2001 PA4 Bonds") (10) 4 Tax Allocation Refunding Indenture of Trust,dated as of Project Area No. 4 Loan Revenue Bonds(Project Area July 1, 2006 Agreement,dated as of July 1, No. 4) 2006 Series A 2006 ("2006A PA4 Bonds") (I I) 4 Tax Allocation Revenue Capital Indenture of Trust,dated as of Project Area No.4 Loan Appreciation Bonds(Project July 1, 2006 Agreement,dated as of July 1, Area No.4) 2006 Series B 2006 ("2(106 PA4 Bonds") B-2 (i 4Ja\Vcrtnu.a rapia\Word I dcaita❑Kcpun.\Su..c..or \erni v\Ikht K.Iundin\i Palm Ih•.a•ri SA•2'17 raundmg•non•hou.mg rxrow ag rcrmcm d \ APPENDIX C REFUNDING REQUIREMENTS I. 2017A Prior Bonds A. 2002 PAI Bonds: Payment/ Redemption Redemption Date Principal Interest Premium Disbursement April 1, 2017 $22,070,000* $557,332.50 -- $22,627,332.50 Consists of the following 2002 PAl Bonds to he paid or redeemed on the Redemption Date: Maturity Date Remaining Interest Redemption (April 1) Principal Rate Price 2025 $10.905.000 5.0007 100g 2030 11,165.000 5.100 100 B. 2003 PA I Bonds: Payment/ Redemption Redemption Date Principal Interest Premium Disbursement April 1, 2017 $12,660,000* $316,500.00 -- $12,976,500.00 * Consists of the following 2003 PAl Bonds to he paid or redeemed on the Redemption Date: Maturity Date Remaining Interest Redemption (April I) Principal Rate Price 2026 $3,440,000 5.000"I 1(0C/ 2027 3,610,000 5.000 100 2030 5.610.000 5.000 100 ( \rd.\V r n..Llpia\ward I k..\Stull Rcpun,\suiir„,rc Agrn,y\I)0n Rclundmg\I'.rlrn Ik,an SA•2017 reIundmg•numhr+u,mg c,crt,,,egrvcm.nt dm, C. 2004 PAI Bonds: Payment/ Redemption Redemption Date Principal Interest Premium Disbursement April 1, 2017 $12,770,000* S309,250.00.00 -- S 13,079,250.00 Consists of the following 2004 PAl Bonds to he paid or redeemed on the Redemption Date: Maturity Date Remaining Interest Redemption (April I) Principal Rate Price 2017 S1,335.(X0 4.5004 I00(/ (maturity) 2018 1,460,000 4.625 100 2019 1,420,000 5.000 100 2020 1,520,000 4.750 100 2021 1.620,000 4.750 100 2022 1,695,000 5.(00 100 2023 205.000 5.000 100 2024 2,255,000 5.000 100 2025 1.260,000 5.000 100 D. 2002 PA2 Bonds: Payment/ Redemption Redemption Date Principal Interest Premium Disbursement February 1, 2017 S6,815,000* SI66,718.75 -- $6,981,718.75 Consists of the following 2002 PA2 Bonds to he paid or redeemed on the Redemption Date: Maturity Date Remaining Interest Redemption (August 1) Principal Rate Price 2017 S995.000 4.750%/% 1007 2018 1,050.000 4.750 100 2019 1,100.000 4.800 100 2020 1.160.000 5.000 100 2021 1,230.000 5.000 100 2022 1,280,000 5.000 100 C-2 (i VLI.AVoninlld Idpld\word I Ills\%Idll Kcpons\\uncssor Agcncy\!Mu KclunJmg\I'dlm Ikwn SA•21)17 rclundmg nun housing cx to.dgruumenl J,,is E. 2003 PA2 Bonds: Payment/ Redemption Redemption Date Principal Interest Premium Disbursement February 1, 2017 $3,048,232* $ -- $ Consists of the following 2006A PA2 Bonds to he paid or redeemed on the Redemption Date: Remaining Maturity Principal to he Date paid from 2017A Interest Redemption (August I) Escrow Fund** Rate Price 2023 $169,400 4.500`G 100% 2024 176,176 4.500 100 2026 481,096 4.625 100 2033 2,221,560 5.0(X) 100 ** Such principal, together with the principal to paid from the 2003 PA2 Escrow Account of the 2017B Escrow Fund,equal the full amount of the principal outstanding F. 1998 PA4 Bonds: Payment/ Redemption Redemption Date Principal Interest Premium Disbursement April 1, 2017 $6,670,000* $173,245.00 -- $6,843,245.00 Consists of the followine 1998 PA4 Bonds to he paid or redeemed on the Redemption Date: Maturity Date Remaining Interest Redemption (October I) Principal Rate Price 2017 $175,000 5.000 100% 2028 2,020,000 5.200 100 2028 4,475,000 5.200 100 C-3 ll\rde\Veromen T.pu\Word I Jr,\5ran Rcron,Uuicesnr AFeni0I)rht RrtundlnONlm Ile4•n SA•21117 retundme non hou,mg cscrnw Jerrement J,x II. 2017B Prior Bonds G. 2006A PAI Bonds: Payment/ Redemption Redemption Date Principal Interest Premium Disbursement April 1, 2017 $37,780,000* $957,222.50 -- $38,737,222.50 Consists of the following 2006A PAI Bonds to he paid or redeemed on the Redemption Date: Maturity Date Remaining Interest Redemption (April I) Principal Rate Price 2017 $1,000.000 5.000"I 1007 (maturity) 2018 1,005,000 5.250 100 2019 5,065.000 5.250 100 2020 5,285,000 5.250 100 2(122 11,365,000 5.000 100 2023 7,690,000 5.000 100 2024 960,(X)0 5.000 100 2025 1,000,((X) 5.000 100 2026 3,335,000 5.000 100 2027 250,(X)0 4.700 I(X) 2028 260,000 4.700 100 2029 275,000 4.750 100 2030 290,000 4.750 100 H. 2003 PA2 Bonds: Payment/ Redemption Redemption Date Principal Interest Premium Disbursement February 1, 2017 $12,696,768 * $ _ -- S Consists of the following 2006A PA2 Bonds to he paid or redeemed on the Redemption Date: Remaining Maturity Principal to he Date paid from 20I7B Interest Redemption (August I) Escrow Fund** Rate Price 2023 $705,600 4.500% 100r/r 2024 733,824 4.500 100 2026 2.003,904 4.625 100 2033 9.253,440 5.000 100 "' Such principal, together with the principal to paid from the 2003 PA2 Escrow Account of the 2017A Escrow Fund,equal the full amount of the principal outstanding C-4 G\N.AVvr.m:e T.spw1Vvord I ile,\sull Rcpm,Liu.a•+,or Ax.•nr7Alk•hi R:Iundmg1l'ulm llex•rt SA 2n17 relundmg•mmmh,m>mg cxrnw egreemenl Jo,x 1. 2006A PA2 Bonds: Payment/ Redemption Redemption Date Principal Interest Premium Disbursement February 1, 2017 $36,510,000* $ -- $ Y. Consists of the following 2006A PA2 Bonds to he paid or redeemed on the Redemption Date: Maturity Date Remaining Interest Redemption (August l) Principal Rate Price 2017 $810,000 4.250(7( 100% 2018 840,(00 4.500 100 2019 880,(X)0 4.500 100 2020 915,000 4.500 100 2021 950.000 4.5(X) 100 2022 1,005,000 4.625 100 2023 1,520.00(1 4.625 100 2024 1.600,0(X) 4.750 100 2025 1,485,000 4.750 100 2026 1,415,0)0 4.750 100 2031 8,225,000 4.900 100 2036 16.865,000 5.125 100 C-5 (1\Ida\V,WWI,r IapiaW4nN 1)li.'SWlI R.pon,\Sue.rewr Agrni Nl h•h1 Rnundmg\Palm I h.cn SA 2n17 reiunJmg roll Itmpang e,ruw ae rrrmenl J,\ J. 2006D PA2 Bonds: Payment/ Accreted Redemption Redemption Date Value Premium Disbursement February 1, 2017 $ * -- $ Consists of the following 2006D PA2 Bonds to he paid or redeemed on the Redemption Date: Accreted Value Redemption Maturity Yield to as of Price (as c/ Date Initial Maturity Redemption of Accreted (August I) Principal Amount Maturity Amount Date Date Value 2017 S489,413.85 S885,000 5.450r/ 100%r 2018 522,178.80 1.020,000 5.650 100 2019 556,998.15 1,165,0(X) 5.750 100 2020 583,801.50 1,310,000 5.850 100 2021 601,155.50 1,450.000 5.950 100 2022 622,659.75 I.605,000 6.000 100 2023 640.715.40 1.755,000 6.010 I00 2024 656,046.80 1.910,000 6.020 100 2025 668,837.70 2,070,000 6.030 100 2026 679,171.80 2,235,000 6.040 100 2027 400,036.00 1,400,0(X) 6.050 100 2028 380,111.45 1,415.0(X) 6.060 100 2029 345,925.00 1,370.0(X) 6.070 100 2030 339,324.70 1,430,000 6.080 100 2031 333,310.25 1,495,0(X) 6.090 100 2032 326,726.40 1,560,000 6.100 100 2033 320,498.75 1,625,000 6.100 100 2034 316,652.60 I,705,(XX) 6.100 100 2035 362,896.75 2,075,0(X) 6.100 I(X) C-6 U 4d.\Vaon,,,T,piu'word I dr.11i,dr Repon.11uu.e,,or Agrn.\\I kM RrlundmgU'Am I) r1 SA 2,117 rrlundmg non nou,mg r.,row ugrermrnr doi' K. 2003 PA3 Bonds: Payment/ Redemption Redemption Date Principal Interest Premium Disbursement April 1, 2017 $3,325,000* $81,673.75 -- $3,406,673.75 Consists of the following 2003 PA3 Bonds to he paid or redeemed on the Redemption Date: Maturity Date Remaining Interest Redemption (April 11 Principal Rate Price 2017 $130,000 4.200'I 100% (maturity) 2018 140,0(X) 4.300 100 2019 145,(X)0 4.350 100 2020 150,000 4.450 100 2021 155,000 4.550 100 2022 165,(X)0 4.600 100 2023 170,000 4.650 100 2033 2,270,000 5.125 100 L. 2006A PA3 Bonds: Payment/ Redemption Redemption Date Principal Interest Premium Disbursement April 1, 2017 S 10,695,000* $258,140.63 -- $10,953,140.63 Consists of the following 2006A PA3 Bonds to he paid or redeemed on the Redemption Date: Maturity Date Remaining Interest Redemption (April 1) Principal Rate Price 2017 $220.(XX) 4.250g 100ch (maturity) 2018 225.(XX) 4.500 100 20t9 240,000 4.500 100 2022 250.000 4.625 100 2023 265,000 4.625 100 2024 275.(X)0 4.750 100 2025 285,000 4.750 100 2036 4,465,00) 4.750 100 2041 4,470,000 5.000 100 C-7 tl\rda\Vennu.lapm\W'ord I dr.\Stall Keportn\Suue,ru Aµn.OI kht ReIundmg\Palm Ik ert SA•21)17 rounding•min housing escrow agreement doe' M. 2006B PA3 Bonds: Payment/ Accreted Redemption Redemption Date Value Premium Disbursement April 1, 2017 $ * -- $ Consists of the following 2006B PA3 Bonds to he paid or redeemed on the Redemption Date: Accreted Value Redemption Maturity Yield to as of Price (as Date Initial Maturity Redemption C/ of Accreted (April I) Principal Amount Maturity Amount Date Date Value 2020 $122,040.00 $250,00O 5.310/ 100 2021 115,147.50 250,000 5.350 100 2027 102,135.60 315.000 5.520 100 2028 44,336.65 145,000 5.540 100 C-8 11\rd.,\V rumie 1-4,0V.,,N I•dc.\Stall ki pun.\Suiii..nt AgrniyWihr krIund n Palm Descri SA 2,117 wlundmg mm•h,,uun.r..rnu Jg rirmi m du.‘ N. 2006C PA3 Bonds: Payment/ Accreted Redemption Redemption Date Value Premium Disbursement April 1, 2017 $ * -- $ Consists of the following 2006C PA3 Bonds to he paid or redeemed on the Redemption Date: Accreted Redemption Value Price (as Maturity Yield to as of (7c of Date Initial Maturity Maturity Redemption Accreted (April 1) Principal Amount Amount Date Date Value 2017 SI09,786.95 $195,000 5.450% 100 (maturity) 2018 119,954.20 230,000 5.650 100 2019 129,115.95 265,000 5.750 100 2020 138,561.50 305,000 5.850 100 2021 143,741.80 340,000 5.950 100 2022 150,354.60 380,000 6.000 100 2023 147,078.25 395,000 6.010 100 2024 143,639.40 410,000 6.020 100 2025 141,715.10 430,000 6.030 100 2026 137,936.65 445,000 6.040 100 2027 135,533.55 465,000 6.050 100 2028 131,534.40 480,000 6.060 100 2029 128,790.00 500,000 6.070 100 2030 125,876.40 520,000 6.080 100 2031 122,823.00 540,000 6.090 100 2032 119,660.80 560,000 6.100 100 2033 116,707.60 580,000 6.100 100 2034 111,793.20 590,000 6.100 100 C-9 ll4duC:nmru Lpi\W rJ I11.d5i.ii RrprlOSuur,v r Ag'n,OI5 ht R.IunJmgPlm Ikon S.i\ 2r17 rclund n non huu,mg:grow ugr xmrm Jnt O. 2001 PA4 Bonds: Payment/ Redemption Redemption Date Principal Interest Premium Disbursement April 1, 2017 $1 1,375,000* $270,452.50 -- $11,645,452.50 Consists of the following 2001 PA4 Bonds to he paid or redeemed on the Redemption Date: Maturity Date Remaining Interest Redemption (October I) Principal Rate Price 2017 $260,000 4.400 100'% 2018 275,(X)0 4.500 100 2019 285,000 4.550 100 2020 295,(X)0 4.600 100 2021 305,(00 4.650 100 2022 1,155.000 4.700 100 2022 315.000 4.700 100 2031 2,440,(XX) 4.800 1(X) 2031 6.045,0(X) 4.800 100 P. 2006A PA4 Bonds: Payment/ Redemption Redemption Date Principal Interest Premium Disbursement April 1, 2017 $10,620,000* $255,285.00 -- $10,875,285.00 Consists of the following 2006A PA4 Bonds to he paid or redeemed on the Redemption Date: Maturity Date Remaining Interest Redemption (October I) Principal Rate Price 2018 $270,000 4.400% 100'4 2019 300.000 4.400 100 2020 125,000 4.450 100 2021 300,000 4.500 100 2022 575,000 4.500 100 2023 600,000 4.500 100 2024 635,000 4.500 100 2025 665,000 4.550 1(X) 2026 695.(XX) 4.600 100 2029 2,200,0(X) 5.000 1(X) 2034 4.255,000 5.000 100 C-10 11 VJe\V rnmar T.ipie\Wind I de.Kturt Hepon.l5ui,e,iir Agerk}Mehl RefundingULlm Desert SA 2,117 reiundmg non-housing r�rou agreement Joey Q. 2006B PA4 Bonds: Payment/ Accreted Redemption Redemption Date Value Premium Disbursement April 1, 2017 $ * -- $ Consists of the following 2006E PA4 Bonds to he paid or redeemed on the Redemption Date: Accreted Value Redemption Maturity Yield to as of Price (as Date Initial Maturity Redemption 9r of Accreted (October 1) Principal Amount Maturity Amount Date Date Value 2017 $106.489.70 $185,000 5.00%r 100 2019 38,167.50 75,000 5.19 100 2020 168.052.50 350,000 5.24 100 2021 124,646.50 275,000 5.28 100 2022 49,244.15 115,000 5.31 100 2023 86,926.65 215.000 5.34 100 2024 114,456.00 300,000 5.37 100 2025 140,587.20 390,000 5.39 100 2026 163.425.60 480,000 5.41 100 2027 182,844.60 570,000 5.44 100 2028 204.329.25 675.000 5.46 100 2029 244,136.70 855,000 5.48 100 2030 385,013.20 1,430,000 5.50 100 2031 385,745.60 1,520.000 5.52 100 2032 598,970.55 2.505,0(X) 5.54 100 2033 578,022.40 2,560.0(0) 5.55 100 2034 560.663.40 2,630,0(0 5.56 100 C-11 C \,,,,o,mmea I api.AN.rd I drd\tun K.•pons\S uUC,xn Acrnc \I lrht Refunding\I'elm I lc.crt SA 21)17 rrtumhng non hon,n ,,crow 4 rcomcm J. APPENDIX D ESCROW SECURITIES 2017A Escrow Fund a. 2002 PA1 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) b. 2003 PA1 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will he sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) 11\rd\V:rnmea Tapu\Word I-Je,\Sur!Hrpun,\Sueer„or Agrne}U h•hr RrlunJmg\Palm I)e'rr SA 2n17 rr lunJmg non huuung:vtom agr::m,nl Joe, c. 2004 PA1 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) d. 2002 PA2 Escrow Account — On the Closing Date, the Escrow Agent shall use $ _ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) e. 2003 PA2 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will he sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) ( \rd.,\V r n r t Tnpi AV.rJ I-II:'SI.II Report,\Succc..or Agcncski k•hl KclunJmg\I'uIm I kern 1.\ 2fl17 r.1undmg mm-0oa.mg c,row ugrrcm:nl dolt f. .1998 PA4 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) G 4da\l'emm.a Iapra\WuN fde.\Stall R:pon.\Su.esser Ageni\\I).In Refunding\Palm Ue.en SA 2017 refunding non hou.utg:xrnw ag r.ernent dolt II. 2017B Escrow Fund a. 2006 PAI Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) b. 2003 PA2 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) c. 2006A PA2 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) (1 Vila\Nr,rifnuJ Tapw\Kord I dr.\Sall Krpun.\Su,,,>.nr Ag,ne \I k•In Refunding\1.41m IJrxn S:\ 21117 refunding nun lwu.mc r.irnu Jg rrrmrnl dais d. 2006D PA2 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) e. 2003 PA3 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) f. 2006A PA3 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of S Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) (1 krkLik romca Tapia\W rd I dce\lraIl \lkhl Refunding\Palm Ik..cn N1 21)17 refunding numhau.mg i vrnu acreemenf&kir g. 2006B PA3 Escrow Account — On the Closing Date, the Escrow Agent shall use S of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) h. 2006C PA3 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) i. 2001 PA4 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) (1\rd.\'crorn“Tapt.\Nord I Jc,\Stall Report,\Su«r„or Ageni \I kht HetunJmg\Palm lk.r1 NA _ul 7 reIundln non homung o roN agr.omonI Jo« j. 2006A PA4 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of S Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) k. 2006B PA4 Escrow Account — On the Closing Date, the Escrow Agent shall use $ of the moneys deposited to purchase the Escrow Securities identified below and holder the remaining $ as cash. The expected receipt at maturity of such Escrow Securities, plus the uninvested cash, will be sufficient to satisfy the related Refunding Requirement of$ Expected Receipt at Maturity (including Principal principal and Securities Type Maturity Amount Coupon interest) (i\rdu\Vcmmeu I upia\No rd t dr.Ul•dt IR:p s\ru c..or Agenr v\lk•ht R Iundrnr\I rlm I)r' rt SA 2n17 rclundmg non housing cu rou ugrccm:nt dto APPENDIX E Form of NOTICE OF DEFEASANCE with reference to PALM DESERT FINANCING AUTHORITY Tax Allocation Revenue Bonds & Tax Allocation Revenue Bonds described herein This Notice is being given on behalf of the Palm Desert Financing Authority (the "Authority") to the owners of the bonds identified in Exhibit I (the "Bonds"), issued pursuant to the Indentures of Trust (collectively, the "Indentures"), each by and between the Authority and U.S. Bank National Association, as successor trustee (the "Trustee"). Pursuant to the Indentures, the lien with respect to the Bonds under the Indentures has been discharged through the irrevocable deposit of cash and certain securities (consisting of non- callable United States Treasury Obligations) in escrow funds (the "Escrow Funds"), pursuant to a Non-Housing Bonds Escrow Agreement, dated as of January 1, 2017 (the "Escrow Agreement"), by and among the Authority, the Successor Agency to the Palm Desert Redevelopment Agency and the Trustee. Such deposit into the Escrow Funds has been calculated to provide sufficient moneys to pay the outstanding principal and unpaid accrued interest due on the Bonds to (and including) their respective final payment or redemption dates, as identified in Exhibit I. As a result of the deposit into the Escrow Funds, the Bonds are deemed to have been paid and defeased in accordance with the respective Indentures. Obligations of the Authority to the owners of the defeased Bonds are hereafter limited to the application of moneys in the Escrow Funds for the principal and interest payment (including redemption price, as applicable) on the Bonds as the same become due and payable as described above. Dated: , 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee l,\r Ja\‘'cronIU Iapia\N ord I dr.\\tail Riry rI\Suu c..or Agrncr\Ilchl Rclun,mg\Palm Ih•.rrl SA 2u17 rclunJmg non.hou.mg .g r'emcnl J<< EXHIBIT I (to Notice of Defeasance) 1. Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended), 2002 Series A, issued under Indenture of Trust, dated as of March 1, 2002 CUSIP* Date on which Remaining (Base: Principal will be Maturity Date Principal Interest Rate 696617) Redeemed • 4/1/2025 $10,905,000 5.000% JL4 4/1/2017 4/1/2030 11,165,000 5.100 JM2 4/1/2017 2. Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), Series 2003, issued under Indenture of Trust, dated as of July 1, 2003 CUSIP* Date on which Remaining (Base: Principal will be Maturity Date Principal Interest Rate 696617) Redeemed 4/1/2026 $3,440,000 5.000% MG 1 4/1/2017 4/1/2027 3,610,000 5.000 MH9 4/1/2017 4/1/2030 5,610,000 5.000 MJ5 4/1/2017 3. Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended), 2004 Series A, issued under Indenture of Trust, dated as of June 1, 2004 CUSIP* Date on which Remaining (Base: Principal will be Paid Maturity Date Principal Interest Rate 696617) or Redeemed 4/1/2017 $1,335,000 4.500% MX4 4/1/2017 4/1/2018 _ 1,460,000 4.625 MY2 _ 4/1/2017 4/1/2019 1,420,000 5.000 MZ9 4/1/2017 4/1/2020 1,520,000 4.750 NA3 4/1/2017 4/1/2021 1,620,000 4.750 NB 1 4/1/2017 4/1/2022 1,695,000 5.000 NC9 4/1/2017 4/1/2023 205,000 5.000 NO7 4/1/2017 4/1/2024 2,255,000 5.000 NE5 4/1/2017 4/1/2025 1,260,000 5.000 NF2 4/1/2017 * Neither the Authority nor the Trustee shall he held responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness. It is included solely for convenience of the miners of the Bonds. Exhibit I-1 (V 4da\b nnum Tapia\V rJ I-dr.\Stall R:pon.\Surr;aaor Ag'nc \I kht RrlunJmgH Llm I)" rt tiA 2n17 ruundtng num h+u.mg.•.nre ug re n ut Jacr 4. Tax Allocation Revenue Bonds (Project Area No. 1, As Amended), 2006 Series A, issued under Indenture of Trust, dated as of July 1, 2006 CUSIP* Date on which Remaining (Base: Principal will be Paid Maturity Date Principal Interest Rate 696617) or Redeemed 4/1/2017 $1,000.000 5.000% NGO 4/1/2017 4/1/2018 1,005,000 5.250 NH8 4/1/2017 4/1/2019 5,065.000 5.250 NJ4 4/1/2017 4/1/2020 5,285,000 5.250 N K 1 4/1/2017 4/1/2022 11,365,000 5.000 NM7 4/1/2017 4/1/2023 7,690.000 5.000 NN5 4/1/2017 4/1/2024 960,000 5.000 NPO 4/1/2017 4/1/2025 1,000,000 5.000 NQ8 4/1/2017 4/1/2026 3,335,000 5.000 NR6 4/1/2017 4/1/2027 250,000 4.700 NS4 4/1/2017 4/1/2028 260,000 4.700 NT2 4/1/2017 4/1/2029 275,000 4.750 NU9 4/1/2017 4/1/2030 290,000 4.750 N V 7 4/1/2017 5. Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2002 Series A, issued under Indenture of Trust, dated as of June 1, 2002 CUSIP* Date on which Remaining (Base: Principal will be Maturity Date Principal Interest Rate 696617) Redeemed 8/1/2017 $995,000 4.750`Ic KC2 2/1/2017 8/1/2018 1,050,000 4.750 K DO 2/1/2017 8/1/2019 1,100,000 4.800 KE8 2/1/2017 8/1/2020 1,160,000 5.000 KF5 2/1/2017 8/1/2021 1,230,000 5.000 KG3 2/1/2017 8/1/2022 1,280,000 5.000 KH 1 2/1/2017 * Neither the Authority nor the Trustee sha!l he held responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness. It is included solely for convenience of the owners of the Bonds. Exhibit I-2 l� rJ \`,mmin T.rpi.AV rd I dr\Starr R:pom�urrc.or:\.roc Nlkhr RrlunJmg\ILIm Ik• .ri SA '_ul7 rrmnJmg n,m hou,ing ii rw agrrrmrni Ju 6. Tax Allocation Revenue Bonds (Project Area No. 2), Series 2003, issued under Indenture of Trust, dated as of March 1, 2003 CUSIP* Date on which Remaining (Base: Principal will be Maturity Date Principal Interest Rate 696617) Redeemed 8/1/2023 $875,000 4.500% LF4 2/1/2017 8/1/2024 910,000 4.500 LG2 2/1/2017 8/1/2026 2,485,000 4.625 LHO 2/1/2017 8/1/2033 11,475,000 5.000 LJ6 2/1/2017 7. Tax Allocation Refunding Revenue Bonds (Project Area No. 2), 2006 Series A, issued under Indenture of Trust, dated as of July 1, 2006 CUSIP* Date on which Remaining (Base: Principal will be Maturity Date Principal Interest Rate 696617) Redeemed 8/1/2017 S810,000 4.250% PS2 2/1/2017 8/1/2018 840,000 4.500 PTO 2/1/2017 8/1/2019 880,000 4.500 PU7 2/1/2017 8/1/2020 915,000 4.500 P V 5 2/1/2017 8/1/2021 950,000 4.500 PW3 2/1/2017 8/1/2022 1,005,000 4.625 PX 1 2/1/2017 8/1/2023 1,520,000 4.625 PY9 2/1/2017 8/1/2024 1,600,000 4.750 PZ6 2/1/2017 8/1/2025 1,485,000 4.750 QAO 2/1/2017 8/1/2026 1,415,000 4.750 Q B 8 2/1/2017 8/1/2031 8,225,000 4.900 QC6 2/1/2017 8/1/2036 16,865,000 5.125 QD4 2/1/2017 * Neither the Authority nor the Trustee shall be held responsible for the selection or use of the CUSP number, nor is any representation 'nude as to its correctness. It is included solely for convenience of the owners of the Bonds. Exhibit I-3 (1)rJe)\rnmi l pia)Nr I I Ies\iI.J1 Rr�m)Jura•„or Agin. I).•PI R.•IuIIJmg\l'JIm IX•a•rl SA ]u 17 n1unJmg non.hnumg c,e ray.. rrrmcnl Jocn 8. Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), 2006 Series D, issued under Indenture of Trust, dated as of July 1, 2006 Accreted Value Yield to CUSIP* Date on which as of Maturity Initial Maturity (Base: Bonds will be Redemption Date Principal Date 696617) Redeemed Date 8/1/2017 $489,413.85 5.450% RP6 2/1/2017 8/1/2018 522,178.80 5.650 RQ4 2/1/2017 8/1/2019 556,998.15 5.750 RR2 2/1/2017 8/1/2020 583,801.50 5.850 RSO 2/1/2017 8/1/2021 601,155.50 5.950 RT8 2/1/2017 8/1/2022 622,659.75 6.000 R U5 2/1/2017 8/1/2023 640,715.40 6.010 RV3 2/1/2017 8/1/2024 656,046.80 6.020 R W 1 2/1/2017 8/1/2025 668,837.70 6.030 RX9 2/1/2017 8/1/2026 679,171.80 6.040 RY7 2/1/2017 8/1/2027 400,036.00 6.050 RZ4 2/1/2017 8/1/2028 380,111.45 6.060 SA8 2/1/2017 8/1/2029 345,925.00 6.070 SB6 2/1/2017 8/1/2030 339,324.70 6.080 SC4 2/1/2017 8/1/2031 333,310.25 6.090 SD2 2/1/2017 8/1/2032 326,726.40 6.100 SE0 2/1/2017 8/1/2033 320,498.75 6.100 SF7 2/1/2017 8/1/2034 316,652.60 6.100 SG5 2/1/2017 8/1/2035 362,896.75 6.100 SH3 2/1/2017 9. Tax Allocation Revenue Bonds (Project Area No. 3), Series 2003, issued under Indenture of Trust, dated as of July 1, 2003 CUSIP* Date on which Remaining (Base: Principal will be Paid Maturity Date Principal Interest Rate 696617) or Redeemed 4/1/2017 $130,000 4.200% LY 3 4/1/2017 4/1/2018 140,000 4.300 LZO 4/1/2017 4/1/2019 145,000 4.350 MA4 4/1/2017 4/1/2020 150,000 4.450 M B 2 4/1/2017 4/1/2021 155,000 4.550 MCO 4/1/2017 4/1/2022 165,000 4.600 MD8 4/1/2017 4/1/2023 170,000 4.650 ME6 4/1/2017 4/1/2033 2,270,000 5.125 MF3 4/1/2017 * Neither the Authority nor the Trustee shall be held responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness. It is included solely for convenience of the owners of the Bonds. Exhibit 1-4 (.\rdAV-:r n I epiu\W.rd I 1 \ i.11 R,•p",.\",,,.or:\gen. \I k ht R Iundmg\I'eam I) rt A 2u17 raundmg non twu.mg axmu egrrrmrnl darn 10. Tax Allocation Revenue Bonds (Project Area No. 3), 2006 Series A, issued under Indenture of Trust, dated as of July 1, 2006 CUSIP* Date on which Remaining (Base: Principal will be Paid Maturity Date Principal Interest Rate 696617) or Redeemed 4/1/2017 $220,000 4.250(7c SS9 4/1/2017 4/1/2018 225.000 4.500 ST7 4/1/2017 4/1/2019 240,000 4.500 S U4 4/1/2017 4/1/2022 250,000 4.625 S V 2 4/1/2017 4/1/2023 265,000 4.625 S WO 4/1/2017 4/1/2024 275,000 4.750 S X 8 4/1/2017 4/1/2025 285,000 4.750 S Y6 4/1/2017 4/1/2036 4,465,000 4.750 SZ3 4/1/2017 4/1/2041 4,470,000 5.000 TA7 4/1/2017 11. Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 3), 2006 Series B, issued under Indenture of Trust, dated as of July 1, 2006 Accreted Value Yield to CUSIP* Date on which as of Maturity Initial Maturity (Base: Bonds will be Redemption Date Principal Date 696617) Redeemed Date 4/1/2020 $122,040.00 5.310% TB 5 4/1/2017 4/1/2021 115,147.50 5.350 TC3 4/1/2017 4/1/2027 102,135.60 5.520 TD 1 4/1/2017 4/1/2028 44,3 36.65 5.540 TE9 4/1/2017 * Neither the Authority nor the Trustee shall he held responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness. It is included solely for convenience of the owners of the Bonds. Exhibit 1-5 l i V Ij\V.,,n u I apiaN onl I dr.\\lull N.•pn.\\urr.urr Agrnr AI 1,I i H:Iund n\l'.rlm IJ' 'ri SA 'n17 rclund ne non hru.mg r'.r eg r.rm;nl J+. 12. Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 3), 2006 Series C, issued under Indenture of Trust,dated as of July 1, 2006 • Accreted Value Yield to CUSIP* Date on which as of Maturity Initial Maturity (Base: Bonds will be Redemption Date Principal Date 696617) Redeemed Date 2017 $109,786.95 5.4507c TP4 4/1/2017 2018 119,954.20 5.650 TQ2 4/1/2017 2019 129,1 15.95 5.750 TRO 4/1/2017 2020 138,561.50 5.850 TS8 4/1/2017 2021 143,741.80 5.950 TT6 4/1/2017 2022 150,354.60 6.000 TU3 4/1/2017 2023 147,078.25 6.010 TV 1 4/1/2017 2024 143,639.40 6.020 TW9 4/1/2017 2025 141,715.10 6.030 TX7 4/1/2017 2026 137,936.65 6.040 TY5 4/1/2017 2027 135,533.55 6.050 TZ2 4/1/2017 2028 131,534.40 6.060 UA5 4/1/2017 2029 128,790.00 6.070 UB3 4/1/2017 2030 125,876.40 6.080 UC 1 4/1/2017 2031 122,823.00 6.090 UD9 4/1/2017 • 2032 119,660.80 6.100 UE7 4/1/2017 2033 116,707.60 6.100 UF4 4/1/2017 2034 111,793.20 6.100 UG2 4/1/2017 13. Tax Allocation Revenue Bonds (Project Area No. 4), Series 1998, issued under Indenture of Trust,dated as of March 1, 1998 CUSIP* Date on which Remaining (Base: Principal will be . Maturity Date , Principal , Interest Rate i 696617) Redeemed 10/1/2017 S 175,000 5.0007c HF9 4/1/2017 10/1/2028 2,020,000 5.200 HG7 4/1/2017 10/1/2028 4,475,000 5.200 WI 4/1/2017 * Neither the Authority nor the Trustee shall be held responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness. It is included solely for convenience of the owners of the Bonds. Exhibit I-6 l4\rd,,v,.. ,,T pi.r\V rd I dr'\St.dl Hrpnn'Uuiees,,r Agenep\I Debt He lundmgH'ulm Ik,n SA 21117 rciunJmg numhou.mg exr,,w agreement doL% 14. Tax Allocation Revenue Bonds (Project Area No. 4), Series 2001, issued under Indenture of Trust, dated as of November 1, 2001 CUSIP* Date on which Remaining (Base: Principal will be Maturity Date Principal Interest Rate 696617) Redeemed 10/1/2017 $260,000 4.400% JA8 4/1/2017 10/1/2018 275,000 4.500 JB6 4/1/2017 10/1/2019 285,000 4.550 JC4 4/1/2017 10/1/2020 295,000 4.600 J D2 4/1/2017 10/1/2021 305,000 4.650 JEO 4/1/2017 10/1/2022 1,155,000 4.700 JF7 4/1/2017 10/1/2022 315,000 4.700 J H3 4/1/2017 10/1/2031 2,440,000 4.800 JJ9 4/1/2017 10/1/2031 6,045,000 4.800 JK6 4/1/2017 15. Tax Allocation Refunding Revenue Bonds (Project Area No. 4), 2006 Series A, issued under Indenture of Trust, dated as of July 1, 2006 CUSIP* Date on which Remaining (Base: Principal will be Maturity Date Principal Interest Rate 696617) Redeemed 10/1/2018 $270,000 4.400%k UU l 4/1/2017 10/1/2019 300,000 4.400 U V 9 4/1/2017 10/1/2020 125,000 4.450 UW7 4/1/2017 _ 10/1/2021 300,000 4.500 UX 5 4/1/2017 10/1/2022 575,000 4.500 UY3 4/1/2017 10/1/2023 600,000 4.500 UZO 4/1/2017 10/1/2024 635,000 4.500 VA4 4/1/2017 10/1/2025 665,000 4.550 V B 2 4/1/2017 10/1/2026 695,000 4.600 VCO 4/1/2017 10/1/2029 2,200,000 5.000 CD8 4/1/2017 10/1/2034 4,255,000 5.000 V E6 4/1/2017 * Neither the Authority nor the Trustee shall he held responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness. It is included solely for convenience of the owners of the Bonds. Exhibit I-7 11\rIIJ\Vironi.1 pi.dK rj I-lk\ l,n R.pon.Uuecs or.A on \I khl R:IunJmeU'alm Ik•x•n SA 'u17 rriunJln nun h+u.ing r..e row grrrmrm Jnir 16. Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 4), 2006 Series B, issued under Indenture of Trust, dated as of July 1, 2006 Accreted Value Yield to CUSIP* Date on which as of Maturity Initial Maturity (Base: Bonds will be Redemption Date Principal Date 696617) Redeemed Date 10/1/2017 $106,489.70 5.00% WGO 4/1/2017 10/1/2019 38,167.50 5.19 WH8 4/1/2017 10/1/2020 168,052.50 5.24 VQ9 4/1/2017 10/1/2021 124,646.50 5.28 VR7 4/1/2017 10/1/2022 49,244.15 5.3I VS5 4/1/2017 10/1/2023 86,926.65 5.34 VT3 4/1/2017 10/1/2024 114,456.00 5.37 VUO 4/1/2017 10/1/2025 140,587.20 5.39 VV8 4/1/2017 10/1/2026 163,425.60 5.41 VW6 4/1/2017 10/1/2027 182,844.60 5.44 VX4 4/1/2017 10/1/2028 204,329.25 5.46 VY2 4/1/2017 I0/1/2029 244,136.70 5.48 VZ9 4/1/2017 10/1/2030 385,013.20 5.50 WA3 4/1/2017 10/1/2031 385,745.60 5.52 WBI 4/1/2017 10/1/2032 598,970.55 5.54 WC9 4/1/2017 10/1/2033 578,022.40 5.55 WD7 4/1/2017 10/1/2034 560,663.40 5.56 WE5 4/1/2017 * Neither the Authority nor the Trustee shall he held responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness. It is included solely`or convenience of the corners of the Bonds. Exhibit 1-8 (;\rd\V.r n..Tepw\' r l I iI .\Nrau Rrpom\tiuiia..ur Ae.nc \I k•ht RrlunJmg\ILIm Ik•.rt\A ]ul7 rcWnd n nomho,'.n itin,w eg rcrm.•nI Jo.s