HomeMy WebLinkAbout01 OVERSIGHT BOARD APPROVAL. • Agenda Item
AGENDA REPORT Reviewed.
City Manager
Finance Director
MEETING DATE: June 14, 2016
TO: JEFFREY C. PARKER, CITY MANAGER
FROM: JENNIFER LEISZ, ACTING FINANCE DIRECTOR
SUBJECT: OVERSIGHT BOARD APPROVAL OF ISSUANCE OF BONDS TO
REFUND CERTAIN OUTSTANDING OBLIGATIONS OF THE FORMER
TUSTIN COMMUNITY REDEVELOPMENT AGENCY, APPROVING THE
EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST AND
ESCROW AGREEMENTS AND PROVIDING FOR OTHER MATTERS
RELATING THERETO
SUMMARY:
In March, 2010, the Tustin Community Redevelopment Agency issued $26,170,000
Tustin Community Redevelopment Agency Tax Allocation Bonds, Series 2010 (the
"2010 Housing Bonds") to refinance low and moderate income housing activities within
the City, of which $21,225,000 principal amount remains outstanding, and in November,
2010, it issued $44,170,000 Tustin Community Redevelopment Agency Tax Allocation
Bonds (MCAS -Tustin Redevelopment Project Area), Series 2010 (the "2010
Redevelopment Bonds") to finance redevelopment activities within and for the benefit of
the MCAS -Tustin Redevelopment Project, of which $40,160,000 principal amount
remains outstanding. The 2010 Housing Bonds are callable on any date on and after
September 1, 2020 at par, while the 2010 Redevelopment Bonds are callable on any
date on and after September 1, 2018 at 102% of par.
Section 34177.5 of the California Health and Safety Code authorizes the Successor
Agency to issue refunding bonds for the purpose of achieving debt service savings.
Due to favorable market conditions, the Successor Agency is contemplating the
issuance of bonds to refund the 2010 Housing Bonds and the 2010 Redevelopment
Bonds on an advance basis. Based on current market conditions, it is anticipa-ced that
such refunding would generate approximately $507,000 of average annual debt service
savings beginning in 2017. Any debt service savings as a result of the refunding will
increase the amount of property tax revenues that can be distributed to all the taxing
entities, including the City.
RECOMMENDATION:
1. Adopt Resolution No. 16-06, a Resolution of the Oversight Board of the
Successor Agency to the Tustin Community Redevelopment Agency approving
Oversight Board Approval of Issuance of Refunding Bands
June 14, 2016
PAGE 2
the issuance of refunding bonds in order to refund certain outstanding obligations
of the former Tustin Community Redevelopment Agency, approving the
execution and delivery of an Indenture of Trust and Escrow Agreements relating
thereto, requesting Oversight Board approval of the issuance of the refunding
bonds, requesting certain determinations by the Oversight Board, and providing
for other matters relating thereto.
FISCAL IMPACT:
Based on current market conditions, the refinancing of the outstanding 2010 Housing
Bonds and 2010 Redevelopment Bonds is projected to generate net present value
savings in excess of $4.4 million over the remaining life of the indebtedness. The
average annual savings are projected to be approximately $507,000 based on current
market conditions starting in 2017, with the final maturity in September 2040. The
annual savings will be distributed to the taxing entities by the Orange County Auditor
Controller. These savings are net of the cost of refunding the outstanding bonds, which
will be incorporated into the issuance cost of the refunding bonds. The costs of issuance
include the fees of all consultants, including the Successor Agency's Bond Counsel and
Disclosure Counsel, Quint & Thimmig, the Municipal Advisor, Fieldman, Rolapp &
Associates, Fiscal Consultant, HdL, BNY Mellon's costs serving as trustee and escrow
agent, the fee to obtain a credit rating from Standard & Poor's, the cost of municipal
bond insurance and reserve fund surety, the underwriter's discount to be paid to Piper
Jaffray & Co. as the underwriter for the refunding bonds, as well as other miscellaneous
fees and expenses. All costs of issuance are incurred only if the refinancing closes,
except for the costs of the fiscal consultant and rating agency. These costs are eligible
to be included on the future Recognized Obligation Payment Schedule ("ROPS")
pursuant to the provision of AB 1484 if the refunding bonds fail to close. The term of the
refunding bonds is the same as the original term of the currently outstanding
indebtedness and will not be extended.
BACKGROUND:
The Tustin Community Redevelopment Agency (the "Former Agency") issued its: (i)
Tustin Community Redevelopment Agency Tax Allocation Housing Bonds, Series 2010
(the "2010 Housing Bonds") to refinance low and moderate income housing activities
within the City, of which $21,225,000 principal amount remains outstanding and (ii)
Tustin Community Redevelopment Agency Tax Allocation Bonds (MCAS -Tustin
Redevelopment Project Area), Series 2010 (the "2010 Redevelopment Bonds"), to
finance redevelopment activities within and for the benefit of the MCAS -Tustin
Redevelopment Project, of which $40,160,000 principal amount remains outstanding.
Section 34177.5 of the California Health and Safety Code authorizes the Successor
Agency to issue refunding bonds for the purpose of achieving debt service savings.
The issuance of refunding bonds is subject to the approval of the Oversight Board and
ultimately the review and approval of the Department of Finance.
Staff has determined, in consultation with its Municipal Advisor, Fieldman, Rolapp &
Associates, that current bond market conditions are favorable for the issuance of
Oversight Board Approval of Issuance of Refunding Bands
June 14, 2016 PAGE 3
refunding bonds to refund the outstanding 2010 Housing Bonds and 2010
Redevelopment Bonds. The attached Debt Service Savings Analysis Report estimates
average annual debt service savings based on current market conditions to be
approximately $507,000 per year beginning in 2017. Any debt service savings as a
result of the refunding will increase the amount of property tax revenues that can be
distributed to all the taxing entities, including the City.
Approval of the attached Resolution will authorize the issuance and sale of the
Successor Agency to the Tustin Community Redevelopment Agency Tax Allocation
Refunding Bonds, Series 2016 (the "Refunding Bonds") to refund the outstanding 2010
Housing Bonds and 2010 Redevelopment Bonds. The Resolution will also approve
execution of an Indenture of Trust and other legal documents described below:
Indenture of Trust — The Indenture of Trust ("Indenture") is by and between the
Successor Agency and The Bank of New York Mellon Trust Company, N.A. as Trustee.
The Refunding Bonds shall be issued pursuant to the law governing the dissolution of
redevelopment agencies and pursuant to the Indenture. The Indenture describes the
terms of the Refunding Bonds, and contains provisions relating to the redemption,
prepayment, defeasance, default and amendment of or to the Refunding Bonds.
Pursuant to the Resolution, the Oversight Board of the Successor Agency authorizes
the delivery and performance by the Successor Agency of the Indenture and approves
the covenants set forth in the Indenture.
Escrow Deposit and Trust Agreements — The Escrow Deposit and Trust Agreements
are by and between the Successor Agency and The Bank of New York Mellon Trust
Company, N.A. acting as escrow bank for the 2010 Housing Bonds and the 2010
Redevelopment Bonds and specify the terms and conditions to provide for the payment
and redemption of the outstanding 2010 Housing Bonds and the 2010 Redevelopment
Bonds.
The Resolution further authorizes the "Authorized Officers" who are identified as the
Chair of the Successor Agency and the Executive Director to subsequently execute
certain documents and take other official actions necessary for issuing the Refunding
Bonds, on behalf of the Successor Agency.
Refunding Process and Next Steps:
It is anticipated that the refunding will take approximately 4 months to complete. The
key milestones to complete the refunding are identified below:
• Oversight Board's approval of Successor Agency action to issue the
Refunding Bonds and make determination of savings (Tonight's Action)
• Submission of resolutions of both the Successor Agency and Oversight Board
and all the related documents to the Department of Finance (June 15, 2016)
• Secure underlying credit ratings and bond insurance and reserve fund surety
(July -August, 2016)
• Receive Department of Finance Approval (August, 2016)
Oversight Board Approva of Issuance of Refunding Bonds
June 14, 2015
PAGE 4
Successor Agency Approval of the Preliminary Offic al Statement and
remaining financing documents (August 16, 2016)
Negotiated sale of Bonds (Late August, 2016)
Bond Closing and payoff of outstanding Former Agency Obligations
(September, 2016)
'qaw
r Jenny Leisz,
Acting Finance Director
Attachments: Oversight Board Resolution No. 16-06
Indenture of Trust
Escrow Deposit and Trus, Agreements
OVERSIGHT BOARD RESOLUTION NO. 16-06
A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY
TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY APPROVING THE
ISSUANCE OF REFUNDING BONDS IN ORDER TO REFUND CERTAIN
OUTSTANDING OBLIGATIONS OF THE FORMER TUSTIN COMMUNITY
REDEVELOPMENT AGENCY, APPROVING THE EXECUTION AND DELIVERY
OF AN INDENTURE OF TRUST AND ESCROW AGREEMENTS RELATING
THERETO, REQUESTING APPROVAL OF THE ISSUANCE OF THE REFUNDING
BONDS, REQUESTING CERTAIN DETERMINATIONS, AND PROVIDING FOR
OTHER MATTERS RELATING THERETO
The Oversight Board of the Successor Agency to the Tustin Community
Redevelopment Agency finds, determines and declares as follows:
WHEREAS, pursuant to section 34172(a) of the California Health and Safety
Code (unless otherwise noted, all section references hereinafter being to such Code),
the Tustin Community Redevelopment Agency (the "Former Agency") has been
dissolved and no longer exists as a public body, corporate and politic, and pursuant to
section 34173, the Successor Agency to the Tustin Community Redevelopment Agency
(the "Successor Agency") has become the successor entity to the Former Agency;
WHEREAS, redevelopment plans for the Former Agency's Town Center
Redevelopment Project, South Central Redevelopment Project and MCAS -Tustin
Redevelopment Project in the City of Tustin (the "City") have been adopted in
compliance with all requirements of the Code;
WHEREAS, prior to the dissolution of the Former Agency, the Former Agency
issued the following obligations:
(a) $26,170,000 Tustin Community Redevelopment Agency Tax Allocation
Housing Bonds, Series 2010 (the "2010 Housing Bonds"), to refinance low and
moderate income housing activities within the City, of which $21,225,000
principal amount remains outstanding, and
(b) $44,170,000 Tustin Community Redevelopment Agency Tax Allocation
Bonds (MCAS -Tustin Redevelopment Project Area), Series 2010 (the "2010
Redevelopment Bonds" and, with the 2010 Housing Bonds, the "Former Agency
Obligations"), to finance redevelopment activities within and for the benefit of the
MCAS -Tustin Redevelopment Project, of which $40,160,000 principal amount
remains outstanding;
WHEREAS, section 34177.5 authorizes the Successor Agency to issue refunding
bonds pursuant to 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 Law") for the
purpose of achieving debt service savings within the parameters set forth in section
34177.5(a)(1) (the "Savings Parameters");
WHEREAS, to determine compliance with the Savings Parameters for purposes
of the issuance by the Successor Agency of its tax allocation refunding bonds (the
"Refunding Bonds"), the Successor Agency has caused its municipal advisor, Fieldman
Rolapp & Associates (the "Municipal Advisor"), to prepare an analysis of the potential
savings that will accrue to the Successor Agency and to applicable taxing entities as a
result of the use of the proceeds of the Refunding Bonds to repay or refund all or a
portion of the Former Agency Obligations (the "Debt Service Savings Analysis");
WHEREAS, the Debt Service Savings Analysis has demonstrated that a
refunding of both the 2010 Housing Bonds and the 2010 Redevelopment Bonds will
satisfy the Savings Parameters;
WHEREAS, the Successor Agency desires at this time to authorize the issuance
of its Successor Agency to the Tustin Community Redevelopment Agency (Orange
County, California) Tax Allocation Refunding Bonds, Series 2016, to refund the 2010
Housing Bonds and the 2010 Redevelopment Bonds (the "Bonds"), pursuant to an
indenture of trust (the "Indenture"), by and between the Successor Agency and The
Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee");
WHEREAS, pursuant to section 34179, an oversight board (the "Oversight
Board") has been established for the Successor Agency;
WHEREAS, the Successor Agency has requested that the Oversight Board
approve the issuance of the Bonds pursuant to this Resolution and the Indenture;
WHEREAS, the Successor Agency further requested that the Oversight Board
make certain determinations described below on which the Successor Agency will rely
in undertaking the refunding proceedings and the issuance of the Bonds;
WHEREAS, the Successor Agency has determined to sell the Bonds to Piper
Jaffray & Co. (the "Underwriter") pursuant to the terms of a bond purchase agreement to
be entered into by the Successor Agency and the Underwriter; and
WHEREAS, following approval by the Oversight Board of the issuance of the
Bonds by the Successor Agency and upon submission of this Resolution and a
resolution of approval of the Oversight Board (the "Oversight Board Resolution") to the
California Department of Finance, the Successor Agency will, with the assistance of its
disclosure counsel, the Municipal Advisor and its fiscal consultant, cause to be prepared
a form of official statement for the Bonds describing the Bonds and containing material
information relating to the Successor Agency and the Bonds, the preliminary form of
which will be submitted to the Successor Agency for approval for distribution by the
Underwriter to persons and institutions interested in purchasing the Bonds, and a bond
purchase agreement between the Successor Agency and the Underwriter will be
prepared, the preliminary form of which will be submitted to the Successor Agency for
approval.
2
NOW, THEREFORE, BE IT SOLVED BY A RESOLUTION OF THE
OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TUSTIN
COMMUNITY REDEVELOPMENT AGENCY:
SECTION 1. Determination of Savings. The Oversight Board of the Successor
Agency has determined that there are significant potential savings available to the
Successor Agency and to applicable taxing entities in compliance with the Savings
Parameters by the issuance by the Successor Agency of the Bonds to provide funds to
refund and defease the 2010 Housing Bonds and the 2010 Redevelopment Bonds, all
as evidenced by the Debt Service Savings Analysis on file with the Successor Agency
Secretary, which Debt Service Savings Analysis is hereby approved.
SECTION. 2. Approval of Issuance of the Bonds. The Oversight Board of the
Successor Agency hereby authorizes and approves the issuance of the Bonds under
the Law and the Refunding Law in the aggregate principal amount of not to exceed
$65,000,000, provided that the Bonds are in compliance with the Savings Parameters at
the time of sale and delivery.
SECTION 3. Approval of Indenture. The Oversight Board of the Successor
Agency hereby approves the Indenture prescribing the terms and provisions of the
Bonds and the application of the proceeds of the Bonds in the form on file with the
Successor Agency Secretary. The Chair of the Successor Agency and the Executive
Director (each, an "Authorized Officer"), each acting alone, are hereby authorized and
directed to execute and deliver, and the Successor Agency Secretary, is hereby
authorized and directed to attest to, the Indenture for and in the name and on behalf of
the Successor Agency in such form, together with such changes therein, deletions
therefrom and additions thereto as the Authorized Officer executing the same shall
approve, such approval to be conclusively evidenced by the execution and delivery of
the Indenture. The Oversight Board of the Successor Agency hereby authorizes the
delivery and performance of the Indenture.
SECTION 4. Approval of Escrow Agreements.
(a) The form of escrow agreement, by and between the Successor Agency and
The Bank of New York Mellon Trust Company, N.A., as escrow bank (the "Escrow
Bank"), relating to the refunding and defeasance of the 2010 Housing Bonds (the "2010
Housing Bonds Escrow Agreement"), in the form on file with the Successor Agency
Secretary, is hereby approved and the Authorized Officers are, each acting alone,
hereby authorized and directed, for and in the name and on behalf of the Successor
Agency, to execute and deliver the 2010 Housing Bonds Escrow Agreement in such
form together with such changes therein, deletions therefrom and additions thereto as
the Authorized Officer executing the same shall approve, such approval to be
conclusively evidenced by the execution and delivery of the 2010 Housing Bonds
Escrow Agreement. The Oversight Board of the Successor Agency hereby authorizes
the delivery and performance of the 2010 Housing Bonds Escrow Agreement.
(b) The form of escrow agreement, by and between the Successor Agency and
the Escrow Bank relating to the refunding and defeasance of the 2010 Redevelopment
3
Bonds (the "2010 Redevelopment Bonds Escrow Agreement"), in the form on file with
the Successor Agency Secretary, is hereby approved and the Authorized Officers are,
each acting alone, hereby authorized and directed, for and in the name and on behalf of
the Successor Agency, to execute and deliver the 2010 Redevelopment Bonds Escrow
Agreement in such form together with such changes therein, deletions therefrom and
additions thereto as the Authorized Officer executing the same shall approve, such
approval to be conclusively evidenced by the execution and delivery of the 2010
Redevelopment Bonds Escrow Agreement. The Oversight Board of the Successor
Agency hereby authorizes the delivery and performance of the 2010 Redevelopment
Bonds Escrow Agreement.
SECTION 5. Municipal Bond Insurance and Surety Bond. The Authorized
Officers, each acting alone, are hereby authorized and directed to take all actions
necessary to obtain a municipal bond insurance policy for the Bonds and reserve
account surety bond for the Bonds from a municipal bond insurance company if it is
determined, upon consultation with the Municipal Advisor and the Underwriter, that such
municipal bond insurance policy and/or surety bond will result in economic savings.
SECTION 6. Approval of Official Statement and Bond Purchase Agreement.
(a) Following approval by the Oversight Board of the issuance of the Bonds by
the Successor Agency and upon submission of this Resolution and the Oversight Board
Resolution to the California Department of Finance, the Successor Agency will, with the
assistance of its disclosure counsel, its fiscal consultant and the Municipal Advisor,
cause to be prepared a form of official statement for the Bonds describing the Bonds
and containing material information relating to the Successor Agency and the Bonds,
the preliminary form of which will be submitted to the Successor Agency for approval for
distribution by the Underwriter to persons and institutions interested in purchasing the
Bonds.
(b) Following approval by the Oversight Board of the issuance of the Bonds by
the Successor Agency and upon submission of this Resolution and the Oversight Board
Resolution to the California Department of Finance, the Underwriter will cause to be
prepared a form of bond purchase agreement, the preliminary form of which will be
submitted to the Successor Agency for approval.
SECTION 7. Oversight Board Approval of the Issuance of the Bonds. The
Successor Agency hereby requests the Oversight Board, as authorized by section
34177.5(f), to direct the Successor Agency to undertake the refunding proceedings and,
as authorized by section 34177.5(f) and section 34180, to approve the issuance of the
Bonds pursuant to section 34177.5(a)(1) this Resolution and the Indenture.
SECTION 8. Determinations by the Oversight Board. The Successor Agency
requests that the Oversight Board make the following determinations upon which the
Successor Agency will rely in undertaking the refunding proceedings and the issuance
of the Bonds:
(a) The Successor Agency is authorized, as provided in section
4
34177.5(f), to recover its costs related to the issuance of the Bonds from the
proceeds of the Bonds, including the cost of reimbursing its administrative staff
for time spent with respect to the authorization, issuance, sale and delivery of the
Bonds;
(b) The application of the proceeds of the Bonds by the Successor Agency
to the refunding and defeasance of the 2010 Housing Bonds and the 2010
Redevelopment Bonds, as well as the payment by the Successor Agency of
costs of issuance of the Bonds, as provided in section 34177.5(a), including
municipal bond insurance and reserve fund surety bond premiums, if required,
shall be implemented by the Successor Agency promptly upon sale and delivery
of the Bonds, notwithstanding section 34177.3 or any other provision of law to
the contrary, without the approval of the Oversight Board, the California
Department of Finance, the Orange County Auditor -Controller or any other
person or entity other than the Successor Agency; and
(c) The Successor Agency shall be entitled to receive its full Administrative
Cost Allowance under section 34181(a)(3) without any deductions with respect to
continuing costs related to the Bonds, such as trustee's fees, auditing and fiscal
consultant fees and continuing disclosure and rating agency costs (collectively,
"Continuing Costs of Issuance"), and such Continuing Costs of Issuance shall be
payable from property tax revenues pursuant to section 34183. In addition and as
provided by section 34177.5(f), if the Successor Agency is unable to complete
the issuance of the Bonds for any reason, the Successor Agency shall,
nevertheless, be entitled to recover its costs incurred with respect to the
refunding proceedings for the 2010 Housing Bonds and the 2010 Redevelopment
Bonds from such property tax revenues pursuant to section 34183 without
reduction in its Administrative Cost Allowance.
SECTION 9. Filing of Debt Service Savin - s Analysis and Resolution. The
Successor Agency Secretary is hereby authorized and directed to file the Debt Service
Savings Analysis, together with a certified copy of this Resolution, with the Oversight
Board, and, as provided in section 341800) with the Orange County Administrative
Officer, the Orange County Auditor -Controller and the California Department of Finance.
SECTION 10. Official Actions. The Authorized Officers and any and all other
officers of the Successor Agency are hereby authorized and directed, for and in the
name and on behalf of the Successor Agency, to do any and all things and take any and
all actions, which they, or any of them, may deem necessary or advisable in obtaining
the requested approvals by the Oversight Board and the California Department of
Finance and in the issuance, sale and delivery of the Bonds. Whenever in this
Resolution any officer of the Successor Agency is directed to execute or countersign
any document or take any action, such execution, countersigning or action may be
taken on behalf of such officer by any person designated by such officer to act on his or
her behalf in the case such officer is absent or unavailable.
SECTION 11. Effective Date. This Resolution shall take effect from and after the
date of its passage and adoption.
5
SECTION 12. Certification. The Secretary of the Oversight Board shall certify to
the adoption of this Resolution.
APPROVED AND ADOPTED this 14th day of June, 2016.
Doug Davert, Chairman
Oversight Board of the Successor
Agency to the Tustin Community
Redevelopment Agency
ATTEST:
Charles E. Puckett, Secretary
Oversight Board of the Successor
Agency to the Tustin Community
Redevelopment Agency
L
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS
CITY OF TUSTIN }
I, Charles E. Puckett, Secretary of the Oversight Board of the Successor Agency
to the Tustin Community Redevelopment Agency, do hereby certify that the whole
number of the members of the Agency Board is seven; that the above and foregoing
Resolution No. 16-06 was dul� passed and adopted at a regular meeting of the
Oversight Board, held on the 141 day of June, 2016, by the following vote:
BOARD MEMBER AYES:
BOARD MEMBER NOES:
BOARD MEMBER ABSTAINED:
BOARD MEMBER ABSENT:
Charles E. Puckett, Secretary
Oversight Board of the Successor Agency to
The Tustin Community Redevelopment Agency
7
Quint & Thimmig LLP
05/05/16
05/16/16
INDENTURE OF TRUST
Dated as of September 1, 2016
by and between the
SUCCESSOR AGENCY TO THE
TUSTIN COMMUNITY REDEVELOPMENT AGENCY
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Relating to
Successor Agency to the Tustin Community Redevelopment Agency
(Orange County, California)
Tax Allocation Refunding Bonds, Series 2016
20033.01
TABLE OF CONTENTS
Page
ARTICLE I
DETERMINATIONS; DEFINITIONS
Section 1.01. Findings and Determinations............................................................................................................. 4
Section1.02. Definitions............................................................................................................................................. 4
Section1.03. Rules of Construction.........................................................................................................................12
ARTICLE II
AUTHORIZATION AND TERMS
Section2.01. Authorization of Bonds.....................................................................................................................13
30
Section2.02. Terms of Bonds...................................................................................................................................13
31
Section2.03. Redemption of Bonds.........................................................................................................................14
31
Section2.04. Forms of Bonds...................................................................................................................................16
33
Section2.05. Execution of Bonds.............................................................................................................................16
34
Section2.06. Transfer of Bonds................................................................................................................................16
34
Section2.07. Exchange of Bonds.............................................................................................................................17
34
Section2.08. Registration of Bonds.........................................................................................................................17
36
Section2.09. Temporary Bonds...............................................................................................................................17
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen...................................................................................17
Section2.11. CUSIP Numbers..................................................................................................................................18
Section2.12. Book -Entry Only System...................................................................................................................18
Section 2.13. Successor Securities Depository; Transfer Outside Book -Entry Only System ..........................19
ARTICLE III
DEPOSIT AND APPLICATION OF PROCEEDS OF BONDS; PARITY DEBT
Section3.01. Issuance of Bonds............................................................................................................................... 20
Section 3.02. Application of Proceeds of Sale........................................................................................................ 20
Section 3.03. Costs of Issuance Fund...................................................................................................................... 20
Section3.04. Issuance of Parity Debt...................................................................................................................... 21
Section3.05. Validity of Bonds................................................................................................................................ 21
ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS
Section 4.01. Security of Bonds; Equal Security.................................................................................................... 22
Section 4.02. Redevelopment Obligation Retirement Fund; Deposit of Tax Revenues .................................. 22
Section 4.03. Deposit of Amounts by Trustee........................................................................................................ 22
ARTICLE V
COVENANTS OF THE SUCCESSOR AGENCY
Section 5.01. Covenants of the Successor Agency................................................................................................ 26
ARTICLE VI
THE TRUSTEE
Section 6.01. Duties, Immunities and Liabilities of Trustee................................................................................
30
Section 6.02. Merger or Consolidation...................................................................................................................
31
Section6.03. Liability of Trustee.............................................................................................................................
31
Section 6.04. Right to Rely on Documents and Opinions....................................................................................
33
Section 6.05. Preservation and Inspection of Documents....................................................................................
34
Section 6.06. Compensation and Indemnification................................................................................................
34
Section 6.07. Deposit and Investment of Moneys in Funds................................................................................
34
Section 6.08. Accounting Records and Financial Statements..............................................................................
36
-i-
Section 6.09. Appointment of Co -Trustee or Agent............................................................................................. 36
Section 6.10. Other Transactions with Successor Agency.................................................................................... 37
ARTICLE VII
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section7.01. Amendment......................................................................................................................................... 38
Section 7.02. Effect of Supplemental Indenture.................................................................................................... 38
Section 7.03. Endorsement or Replacement of Bonds After Amendment........................................................ 38
Section 7.04. Amendment by Mutual Consent...................................................................................................... 39
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section8.01. Events of Default................................................................................................................................
40
Section 8.02. Remedies of Bondowners..................................................................................................................
40
Section8.03. Application of Funds..........................................................................................................................
41
Section 8.04. Limitation on Owner's Right to Sue................................................................................................
41
Section8.05. Non-Waiver.........................................................................................................................................
41
Section 8.06. Actions by Trustee as Attorney-in-Fact...........................................................................................
42
Section8.07. Remedies Not Exclusive....................................................................................................................
42
Section8.08. Parties Interested Herein...................................................................................................................
42
ARTICLE IX
PROVISIONS RELATING TO the Municipal Bond Insurer AND THE MUNICIPAL BOND
INSURANCE POLICY
Section 9.01. Provisions Relating to BAM and the Municipal Bond Insurance ................................................ 43
ARTICLE X
MISCELLANEOUS
Section 10.01. Benefits Limited to Parties..............................................................................................................
44
Section 10.02. Successor is Deemed Included in All References to Predecessor ..............................................
44
Section10.03. Discharge of Indenture....................................................................................................................
44
Section 10.04. Execution of Documents and Proof of Ownership by Owners .................................................
45
Section10.05. Disqualified Bonds...........................................................................................................................
45
Section 10.06. Waiver of Personal Liability............................................................................................................
45
Section 10.07. Destruction of Canceled Bonds......................................................................................................
45
Section10.08. Notices................................................................................................................................................
45
Section 10.09. Partial Invalidity...............................................................................................................................
46
Section10.10. Unclaimed Moneys...........................................................................................................................
46
Section 10.11. Execution in Counterparts...............................................................................................................
47
Section10.12. Governing Law.................................................................................................................................
47
EXHIBIT A: FORM OF BONDS
EXHIBIT B: RECOGNIZED OBLIGATION DEBT SERVICE PAYMENT SCHEDULE
INDENTURE OF TRUST
THIS INDENTURE OF TRUST (this "Indenture") is dated as of September 1, 2016, by
and between the SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT
AGENCY, a public body duly organized and existing under the laws of the State of California
(the "Successor Agency"), and THE SANK OF NEW YORK MELLON TRUST COMPANY,
N.A., a national banking association organized and existing under the laws of the United States
of America, as trustee (the "Trustee");
RECITALS:
WHEREAS, the Tustin Community Redevelopment Agency (the "Former Agency") was
a public body, corporate and politic, duly established and authorized to transact business and
exercise powers under and pursuant to the provisions of the Community Redevelopment Law
of the State of California, constituting Part 1 of Division 24 of the California Health and Safety
Code (the "Law"), including the power to issue bonds for any of its corporate purposes;
WHEREAS, redevelopment plans for the Former Agency's Town Center Redevelopment
Project, South Central Redevelopment Project and MCAS -Tustin Redevelopment Project
(collectively, the Redevelopment Projects") in the City of Tustin (the "City") have been adopted
in compliance with all requirements of the Code;
WHEREAS, the Former Agency issued the following obligations:
(a) $26,170,000 Tustin Community Redevelopment Agency Tax Allocation
Housing Bonds, Series 2010 (the "2010 Housing Bonds"), to refinance low and moderate
income housing activities within the City, of which $20,410,000 principal amount
remains outstanding, and
(b) $44,170,000 Tustin Community Redevelopment Agency Tax Allocation Bonds
(MCAS -Tustin Redevelopment Project Area), Series 2010 (the "2010 Redevelopment
Bonds"), to finance redevelopment activities within and for the benefit of the MCAS -
Tustin Redevelopment Project, of which $39,255,000 principal amount remains
outstanding;
WHEREAS, on June 28, 2011, the California Legislature adopted ABx1 26 (the
"Dissolution Act") and ABx127 (the "Opt -in Bill");
WHEREAS, the California Supreme Court subsequently upheld the provisions of the
Dissolution Act and invalidated the Opt -in Bill resulting in the Former Agency being dissolved
as of February 1, 2012;
WHEREAS, the powers, assets and obligations of the Former Agency were transferred
on February 1, 2012, to the Successor Agency;
WHEREAS, on or about June 27, 2012, the California Legislature adopted AB 1484 as a
trailer bill in connection with the 2012-13 California Budget;
WHEREAS, AB 1484 added various provisions to the Law, including section
34177.5(a)(1) thereof which specifically authorizes the issuance of refunding bonds by the
Successor Agency in certain circumstances to refund bonds and indebtedness of the Former
Agency;
WHEREAS, on or about September 17, 2015, the California Legislature adopted SB 107
as a trailer bill in connection with the 2015-16 California Budget;
WHEREAS, SB 107 revised various provisions of the Law, including removing certain
time limits affecting the number of tax dollars and other statutory limitations on redevelopment
plans;
WHEREAS, section 34179 of the Law established an oversight board (the "Oversight
Board") for the Successor Agency;
WHEREAS, the Successor Agency has determined that, due to prevailing financial
market conditions, it is in the best interests of the Successor Agency at this time to refinance
redevelopment and low and moderate income housing activities within and for the benefit of
the Redevelopment Projects and, in particular, to refund the 2010 Housing Bonds and the 2010
Redevelopment Bonds;
WHEREAS, to provide moneys to refund the 2010 Housing Bonds and the 2010
Redevelopment Bonds, the Successor Agency has determined to issue its Successor Agency to
the Tustin Community Redevelopment Agency (Orange County, California), Tax Allocation
Refunding Bonds, Series 2016, in the aggregate principal amount of $ (the
"Bonds"), under the provisions of section 34177.5(g) of the Law and Article 11 (commencing
with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government
Code;
WHEREAS, the Successor Agency has determined that the total net interest cost to
maturity of the Bonds plus the principal amount of the Bonds will not exceed the total net
interest cost to maturity of the 2010 Housing Bonds and the 2010 Redevelopment Bonds plus
the principal amount of the 2010 Housing Bonds and the 2010 Redevelopment Bonds;
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to
establish and declare the terms and conditions upon which the Bonds are to be issued and
secured and to secure the payment of the principal thereof and interest and redemption
premium (if any) thereon, the Successor Agency and the Trustee have duly authorized the
execution and delivery of this Indenture; and
WHEREAS, the Successor Agency has determined that all acts and proceedings required
by law necessary to make the Bonds when executed by the Successor Agency and authenticated
and delivered by the Trustee, the valid, binding and legal special obligations of the Successor
Agency, and to constitute this Indenture a legal, valid and binding agreement for the uses and
purposes herein set forth in accordance with its terms, have been done or taken;
AGREEMENT:
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the
payment of the principal of and the interest and redemption premium (if any) on all the Bonds
issued and Outstanding under this Indenture, according to their tenor, and to secure the
performance and observance of all the covenants and conditions therein and herein set forth,
and to declare the terms and conditions upon and subject to which the Bonds are to be issued
and received, and in consideration of the premises and of the mutual covenants herein
contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for
other valuable consideration, the receipt of which is hereby acknowledged, the Successor
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Agency and the Trustee do hereby covenant and agree with one another, for the benefit of the
respective Owners from time to time of the Bonds, as follows:
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ARTICLE I
DETERMINATIONS; DEFINITIONS
Section 1.01. Findings and Determinations. The Successor Agency has reviewed all
proceedings heretofore taken and has found, as a result of such review, and hereby finds and
determines that all things, conditions and acts required by law to exist, happen or be performed
precedent to and in connection with the issuance of the Bonds do exist, have happened and
have been performed in due time, form and manner as required by law, and the Successor
Agency is now duly empowered, pursuant to each and every requirement of law, to issue the
Bonds in the manner and form provided in this Indenture.
Section 1.02. Definitions. Unless the context otherwise requires, the terms defined in this
Section 1.02 shall, for all purposes of this Indenture, of any Supplemental Indenture, and of any
certificate, opinion or other document herein mentioned, have the meanings herein specified.
"Annual Debt Service" means, for each Bond Year, the sum of (a) the interest payable on
the Outstanding Bonds and any Parity Debt in such Bond Year, assuming that the Outstanding
Bonds and Parity Debt are retired as scheduled, and (b) the principal or sinking fund amount of
the Outstanding Bonds and Parity Debt payable by their terms in such Bond Year.
"Bond Proceeds Account" means the temporary account on the Trustee's records to
facilitate the deposits and transfers of the proceeds of the Bonds.
"Bond Year" means any twelve-month period beginning on September 2 in any year and
ending on the next succeeding September 1, both dates inclusive, except that the first Bond Year
shall begin on the Closing Date, and end on September 1, 2017.
"Bonds" means the $ Successor Agency to the Tustin Community
Redevelopment Agency (Orange County, California) Tax Allocation Refunding Bonds, Series
2016, and, when the context requires, any Parity Debt.
"Business Day" means a day of the year, other than a Saturday or Sunday, on which
banks in Los Angeles and San Francisco, California, are not required or permitted to be closed
and on which the New York Stock Exchange is not closed.
"City" means City of Tustin, California.
"Closing Date" means September 14, 2016, the date on which the Bonds are delivered by
the Successor Agency to the original purchaser thereof.
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the Bonds or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the Bonds, together with applicable temporary and
final regulations promulgated, and applicable official public guidance published, under the
Code.
"Continuing Disclosure Certificate" means the Continuing Disclosure Certificate executed
by the Successor Agency dated as of the Closing Date, as originally executed and as it may be
amended from time to time in accordance with the terms thereof.
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"Costs of Issuance" means all items of expense directly or indirectly payable by or
reimbursable to the Successor Agency relating to the authorization, issuance, sale and delivery
of the Bonds and the refunding of the 2010 Housing Bonds and the 2010 Redevelopment Bonds,
including but not limited to printing expenses, operating expenses, rating agency fees, filing
and recording fees, initial fees and charges and first annual administrative fee of the Trustee
and fees and expenses of its counsel, Escrow Bank fees and those of its counsel, fees, charges
and disbursements of attorneys, financial advisors, fiscal consultants, accounting firms,
consultants and other professionals, fees and charges for preparation, execution and
safekeeping of the Bonds, premiums for the Municipal Bond Insurance Policy and the Reserve
Policy and any other cost, charge or fee in connection with the issuance of the Bonds and the
refunding of the 2010 Housing Bonds and the 2010 Redevelopment Bonds.
"Costs of Issuance Fund" means the fund by that name established and held by the
Trustee pursuant to Section 3.03.
"County" means Orange County, California.
"Debt Service Fund" means the fund by that name established and held by the Trustee
pursuant to Section 4.03.
"Defeasance Obligations" means (a) cash, (b) direct non -callable obligations of the United
States of America, (c) securities fully and unconditionally guaranteed as to the timely payment
of principal and interest by the United States of America, to which direct obligation or
guarantee the full faith and credit of the United States of America has been pledged, (d) Refcorp
interest strips, (e) CATS, TIGRS, STRPS, (f) defeased municipal bonds rated AAA by S&P or
Aaa by Moody's, and (g) or any combination of the foregoing.
"Dissolution Act" means Parts 1.8 (commencing with section 34161) and 1.85
(commencing with section 34170) of Division 24 of the California Health and Safety Code, as
amended.
"Escrow Agreements" means, collectively, the 2010 Housing Bonds Escrow Agreement
and the 2010 Redevelopment Bonds Escrow Agreement.
"Escrow Bank" means The Bank of New York Mellon Trust Company, N.A., as escrow
bank under the Escrow Agreements, or any successor thereto appointed as escrow bank
thereunder.
"Event of Default" means any of the events described in Section 8.01.
"Federal Securities" means (a) cash (insured at all times by the Federal Deposit Insurance
Corporation), and (b) obligations of, or obligations guaranteed as to principal and interest by,
the United States or any agency or instrumentality thereof, when such obligations are backed by
the full faith and credit of the United States including: (i) United States treasury obligations, (ii)
all direct or fully guaranteed obligations, (iii) Farmers Home Administration, (iv) General
Services Administration, (v) Guaranteed Title XI financing, (vi) Government National Mortgage
Association (GNMA), and (vi) State and Local Government Series.
"Fiscal Year" means any twelve-month period beginning on July 1 in any year and
extending to the next succeeding June 30, both dates inclusive, or any other twelve month
period selected and designated by the Successor Agency to the Trustee in writing as its official
fiscal year period.
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"Former Agency" means the former Tustin Community Redevelopment Agency.
"Indenture" means this Indenture of Trust by and between the Successor Agency and the
Trustee, as originally entered into or as it may be amended or supplemented by any
Supplemental Indenture entered into pursuant to the provisions hereof.
"Independent Accountant" means any accountant or firm of such accountants duly
licensed or registered or entitled to practice and practicing as such under the laws of the State,
appointed by the Successor Agency, and who, or each of whom: (a) is in fact independent and
not under domination of the Successor Agency; (b) does not have any substantial interest, direct
or indirect, with the Successor Agency; and (c) is not connected with the Successor Agency as an
officer or employee of the Successor Agency, but who may be regularly retained to make
reports to the Successor Agency.
"Independent Financial Consultant" means any financial consultant or firm of such
consultants appointed by the Successor Agency, and who, or each of whom: (a) is in fact
independent and not under domination of the Successor Agency; (b) does not have any
substantial interest, direct or indirect, with the Successor Agency, other than as original
purchaser of the Bonds or any Parity Debt; and (c) is not connected with the Successor Agency
as an officer or employee of the Successor Agency, but who may be regularly retained to make
reports to the Successor Agency.
"Independent Redevelopment Consultant" means any consultant or firm of such consultants
appointed by the Successor Agency, and who, or each of whom: (a) is judged by the Successor
Agency to have experience in matters relating to the collection of Tax Revenues or otherwise
with respect to the financing of Redevelopment Project; (b) is in fact independent and not under
domination of the Successor Agency; (c) does not have any substantial interest, direct or
indirect, with the Successor Agency; and (d) is not connected with the Successor Agency as an
officer or employee of the Successor Agency, but who may be regularly retained to make
reports to the Successor Agency.
"Information Services" means the Electronic Municipal Market Access System (referred to
as "EMMA"), a facility of the Municipal Securities Rulemaking Board (at
http://emma.msrb.org) or, in accordance with then current guidelines of the Securities and
Exchange Commission, such other addresses and/or such other national information services
providing information with respect to called bonds as the Successor Agency may designate in a
Written Certificate of the Successor Agency delivered to the Trustee.
"Interest Account" means the account by that name established and held by the Trustee
pursuant to Section 4.03(a).
"Interest Payment Date" means March 1 and September 1 in each year, commencing
March 1, 2017, so long as any of the Bonds remain Outstanding hereunder.
"Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of
interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in
the City of New York, as its prime or base lending rate ("Prime Rate') (any change in such
Prime Rate to be effective on the date such changes are announced by JPMorgan Chase Bank)
plus 3%, and (ii) then applicable highest rate of interest on the Bonds, and (b) the maximum rate
permissible under applicable usury or similar laws limiting interest rates. The Late Payment
Rate shall be computed on the basis of the actual number of days elapsed over a year of 360
days. In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate
shall be the publicly announced prime or base lending rate of such bank, banking association or
0
trust company bank as the Municipal Bond Insurer in its sole and absolute discretion shall
specify.
"Law" means the Community Redevelopment Law of the State, constituting Part 1 of
Division 24 of the California Health and Safety Code, and the acts amendatory thereof and
supplemental thereto.
"Maximum Annual Debt Service" means, as of the date of calculation, the largest Annual
Debt Service for the current or any future Bond Year following the anticipated issuance of
Bonds and Parity Debt.
"MCAS -Tustin Redevelopment Plan" means the redevelopment plan for the MCAS -Tustin
Redevelopment Project approved by the City Council of the City pursuant to Ordinance No.
1276, enacted on June 13, 2003 as amended.
"MCAS -Tustin Redevelopment Project" means the area of the undertaking pursuant to the
MCAS -Tustin Redevelopment Plan, together with any amendments of such redevelopment
plan at any time duly authorized pursuant to the Law.
"Moody's" means Moody's Investors Service, its successors and assigns.
"Municipal Bond Insurance Policy" means the Municipal Bond Insurance Policy issued by
the Municipal Bond Insurer that guarantees the scheduled payment of principal of and interest
on the Bonds when due.
"Municipal Bond Insurer" means or any successor thereto.
"Original Purchaser" means Piper Jaffray & Co., the original purchaser of the Bonds upon
their delivery by the Trustee on the Closing Date.
"Outstanding" when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 10.05) all Bonds except: (a) Bonds theretofore canceled by
the Trustee or surrendered to the Trustee for cancellation; (b) Bonds paid or deemed to have
been paid within the meaning of Section 10.03; and (c) Bonds in lieu of or in substitution for
which other Bonds shall have been authorized, executed, issued and delivered by the Successor
Agency pursuant hereto.
"Oversight Board" means the oversight board to the Successor Agency duly constituted
from time to time pursuant to section 34179 of the Dissolution Act.
"Owner" or "Bondowner" or "Bond Owner," when used with respect to the Bonds, means
the person in whose name the ownership of the Bonds shall be registered on the Bond
Registration Books.
"Parity Debt" means any loans, advances or indebtedness issued or incurred by the
Successor Agency on a parity with the Bonds pursuant to Section 3.04.
"Participating Underwriter" has the meaning ascribed thereto in the Continuing
Disclosure Certificate.
"Pass -Through Agreements" means, (a) with respect to the MCAS -Tustin Redevelopment
Project, , (b) with respect to the South Central Redevelopment Project,
, and (c) with respect to the Town Center Redevelopment Project,
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"Permitted Investments" means the following, but only to the extent that the same are
acquired at Fair Market Value:
(a) Federal Securities.
(b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by
any of the following federal agencies and provided such obligations are backed by the full faith
and credit of the United States of America (stripped securities are only permitted if they have
been stripped by the agency itself):
1. U.S. Export -Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
2. U.S. Farmers Home Administration (FmHA)
Certificates of Beneficial Ownership
3. Federal Financing Bank
4. Federal Housing Administration Debentures (FHA)
5. General Services Administration
Participation Certificates
6. Government National Mortgage Association (GNMA or Ginnie Mae)
GNMA—guaranteed mortgage-backed bonds
GNMA—guaranteed pass-through obligations
7. U.S. Maritime Administration
Guaranteed Title XI financing
8. U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures
U.S. Public Housing Notes and Bonds - U.S. government guaranteed public
housing notes and bonds
(c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by
any of the following federal agencies which are not backed by the full faith and credit of the
United States of America (stripped securities are only permitted if they have been stripped by
the agency itself):
1. Federal Home Loan Bank System
Senior debt obligations
2. Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac)
Participation Certificate
Senior debt obligations
3. Federal National Mortgage Association (FNMA or Fannie Mae)
Mortgage-backed securities and senior debt obligations
so
4. Student Loan Marketing Association (SLMA or Sallie Mae)
Senior debt obligations
5. Resolution Funding Corp. (REFCORP) obligations
6. Farm Credit System
Consolidated systemwide bonds and notes
(d) Money market funds registered under the Federal Investment Company Act of 1940,
whose shares are registered under the Federal Securities Act of 1933, which invest solely in
Federal Securities, if rated by S&P, having a rating of AAAm-G; and if rated by Moody's having
a rating of Aaa, including such funds for which the Trustee, its affiliates or subsidiaries provide
investment advisory or other management services or for which the Trustee or an affiliate of the
Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or
subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees
from funds for services rendered, (ii) the Trustee collects fees for services rendered pursuant to
this Indenture, which fees are separate from the fees received from such funds, and (iii) services
performed for such funds and pursuant to this Indenture may at times duplicate those provided
to such funds by the Trustee or an affiliate of the Trustee.
(e) Certificates of deposit secured at all times by collateral described in (A) and/or (B)
above. Such certificates must be issued by commercial banks or savings and loan associations
(including the Trustee or its affiliates). The collateral must be held by a third party and the
bondholders must have a perfected first security interest in the collateral.
(f) Certificates of deposit, savings accounts, deposit accounts or money market deposits
which are fully insured by FDIC including those of the Trustee or its affiliates or secured at all
times by collateral described in (a) and/or (b) above.
(g) Commercial paper rated, at the time of purchase, "Prime -1" by Moody's and "A-1"
or better by S&P.
(h) Federal funds or bankers acceptances with a maximum term of 180 days of any bank
which has an unsecured, uninsured and unguaranteed obligation rating of "Prime -1" or better
by Moody's and "A-1" or better by S&P.
(i) The Local Agency Investment Fund of the State, created pursuant to section 16429.1
of the California Government Code.
(j) Other forms of investments that satisfy the Successor Agency's Statement of
Investment Policy.
"Principal Account" means the account by that name established and held by the Trustee
pursuant to Section 4.03(b).
"Principal Corporate Trust Office" means such principal corporate trust office of the
Trustee as may be designated from time to time by written notice from the Trustee to the
Successor Agency, initially being at 400 South Hope Street, Suite 400, Los Angeles, CA 90071,
except that, with respect to presentation of Bonds for payment or for registration of transfer and
exchange, such term shall mean the office or agency of the Trustee at which, at any particular
time, its corporate trust agency business shall be conducted, initially in Los Angeles, California.
01
"Rating Category" means any generic rating category of Moody's or S&P, without regard
to any refinement of such category by plus or minus sign or by numerical or other qualifying
designation.
"Recognized Obligation Payment Schedule" or "ROPS" means a Recognized Obligation
Payment Schedule, prepared and approved from time to time pursuant to subdivision (1) of
section 34177 of the Dissolution Act.
"Record Date" means, with respect to any Interest Payment Date, the close of business on
the fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether
or not such fifteenth (15th) calendar day is a Business Day.
"Redemption Account" means the account by that name established and held by the
Trustee pursuant to Section 4.03(c).
"Redevelopment Obligation Retirement Fund" means the fund by that name referenced in
Section 4.02 of this Indenture.
"Redevelopment Projects" means, collectively, the MCAS -Tustin Redevelopment Project,
the South Central Redevelopment Project and the Town Center Redevelopment Project.
"Refunding Bond Law" means, collectively, section 34177.5(g) of the Law and section
53580 et seq. of the California Government Code
"Registration Books" means the records maintained by the Trustee pursuant to Section
2.08 for the registration and transfer of ownership of the Bonds.
"Report" means a document in writing signed by an Independent Financial Consultant
or an Independent Redevelopment Consultant and including: (a) a statement that the person or
firm making or giving such Report has read the pertinent provisions of this Indenture to which
such Report relates; (b) a brief statement as to the nature and scope of the examination or
investigation upon which the Report is based; and (c) a statement that, in the opinion of such
person or firm, sufficient examination or investigation was made as is necessary to enable said
consultant to express an informed opinion with respect to the subject matter referred to in the
Report.
"Reserve Account" means the account by that name established and held by the Trustee
pursuant to Section 4.03(d).
"Reserve Agreement" means the Debt Service Reserve Agreement, dated the Closing Date,
by and between the Successor Agency and the Municipal Bond Insurer.
"Reserve Policy" means the Municipal Bond Debt Service Reserve Insurance Policy issued
by the Municipal Bond Insurer in lieu of a cash funded reserve fund for the Bonds in an amount
equal to the Reserve Requirement.
"Reserve Requirement" means, as of any date of calculation, to be equal to the least of (a)
Maximum Annual Debt Service for then current or every subsequent Bond Year, (b) 125% of
average Annual Debt Service for then current or every subsequent Bond Year, and (c) 10% of
the original principal amount of the Bonds and any Parity Debt. On the Closing Date, such
amount is being $
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"Responsible Officer" means any Vice President, Assistant Vice President or Trust Officer
of the Trustee with responsibility for matters related to this Indenture.
"S&P" means Standard & Poor's Global Ratings, a Standard & Poor's Financial Services
LLC business, New York, New York, or its successors.
"Securities Depositories" means The Depository Trust Company, 55 Water Street, 50th
Floor, New York, NY 10041-0099, Attention: Call Notification Department, Fax (212) 855-7232;
and, in accordance with then current guidelines of the Securities and Exchange Commission,
such other addresses and/or such other securities depositories as the Successor Agency may
designate in a Certificate of the Successor Agency delivered to the Trustee.
"Semi Annual Period" means (a) each six month period beginning on January 1 of any
calendar year and ending on June 30 of such calendar year, and (b) each six month period
beginning on July 1 of any calendar year and ending on December 31 of such calendar year.
"Sinking Account" means the account by that name established and held by the Trustee
pursuant to Section 4.03.
"South Central Redevelopment Plan" means the redevelopment plan for the South Central
Redevelopment Project approved by the City Council of the City pursuant to Ordinance No.
890, enacted on August 1, 1983, as amended.
"South Central Redevelopment Project" means the area of the undertaking pursuant to the
South Central Redevelopment Plan, together with any amendments of such redevelopment
plan at any time duly authorized pursuant to the Law.
"State" means the State of California.
"Statutory Pass -Through Amounts" means all amounts required to be paid to affected
taxing agencies pursuant to sections 33607.5 and/or 33607.7 of the Law and section 34183 of the
Dissolution Act.
"Successor Agency" means the Successor Agency to the Tustin Community
Redevelopment Agency, as successor to the Former Agency, a public body corporate and politic
duly organized and existing under the Law.
"Supplemental Indenture" means any resolution, agreement or other instrument which
has been duly adopted or entered into by the Successor Agency, but only if and to the extent
that such Supplemental Indenture is specifically authorized hereunder.
"Tax Revenues" means the moneys deposited from time to time in the Redevelopment
Property Tax Trust Fund established pursuant to subdivision (c) of section 34172 of the
Dissolution Act, as provided in paragraph (2) of subdivision (a) of section 34183 of the
Dissolution Act, after payment of:
(a) County administrative fees pursuant to section 34183(a) of the Dissolution Act,
(b) the Statutory Pass -Through Amounts, to the extent not subordinated to the use of
Tax Revenues for the payment of amounts due under this Indenture, and
(c) all amounts due under the Pass -Through Agreements.
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If, and to the extent, that the provisions of section 34172 or paragraph (2) of subdivision
(a) of section 34183 of the Dissolution Act are invalidated by a final judicial decision, then Tax
Revenues shall include all tax revenues allocated to the payment of indebtedness of the
Successor Agency pursuant to section 33670 of the Law or such other section as may be in effect
at the time providing for the allocation of tax increment revenues to the Successor Agency in
accordance with Article XVI, Section 16 of the California Constitution.
"Town Center Redevelopment Plan" means the redevelopment plan for the Town Center
Redevelopment Project approved by the City Council of the City pursuant to Ordinance No.
701, enacted on November 22, 1976, as amended.
"Town Center Redevelopment Project" means the area of the undertaking pursuant to the
Town Center Redevelopment Plan, together with any amendments of such redevelopment plan
at any time duly authorized pursuant to the Law.
"Trustee" means The Bank of New York Mellon Trust Company, N.A., as trustee
hereunder, or any successor thereto appointed as trustee hereunder in accordance with the
provisions of Article VI.
"2010 Housing Bonds" means the $26,170,000 Tustin Community Redevelopment Agency
Tax Allocation Housing Bonds, Series 2010, to refinance low and moderate income housing
activities within the City, of which $20,410,000 principal amount remains outstanding.
"2010 Housing Bonds Escrow Agreement" means that certain Escrow Deposit and Trust
Agreement, dated the Closing Date, by and between the Successor Agency and the Escrow
Bank, to provide for the defeasance and redemption of the 2010 Housing Bonds.
"2010 Housing Bonds Escrow Fund" means the escrow fund held by the Escrow Bank
under and pursuant to the 2010 Housing Bonds Escrow Agreement.
"2010 Redevelopment Bonds" means the $44,170,000 Tustin Community Redevelopment
Agency Tax Allocation Bonds (MCAS -Tustin Redevelopment Project Area), Series 2010, to
finance redevelopment activities within and for the benefit of the MCAS -Tustin Redevelopment
Project, of which $39,255,000 principal amount remains outstanding.
"2010 Redevelopment Bonds Escrow Agreement" means that certain Escrow Deposit and
Trust Agreement, dated the Closing Date, by and between the Successor Agency and the
Escrow Bank, to provide for the defeasance and redemption of the 2010 Redevelopment Bonds.
"2010 Redevelopment Bonds Escrow Fund" means the escrow fund held by the Escrow
Bank under and pursuant to the 2010 Redevelopment Bonds Escrow Agreement.
"Written Request of the Successor Agency" or "Written Certificate of the Successor Agency"
means a request or certificate, in writing signed by the Chairman, the Executive Director or the
Treasurer of the Successor Agency or by any other officer of the Successor Agency duly
authorized by the Successor Agency for that purpose.
Section 1.03. Rules of Construction. All references herein to "Articles," "Sections" and
other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture,
and the words "herein," "hereof," "hereunder" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or subdivision hereof.
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ARTICLE II
AUTHORIZATION AND TERMS
Section 2.01. Authorization of Bonds.
(a) Bonds in the aggregate principal amount of dollars ($ ) are
hereby authorized to be issued by the Successor Agency under and subject to the terms of this
Indenture and the Refunding Bond Law. The Bonds shall be designated the "Successor Agency
to the Tustin Community Redevelopment Agency Tax Allocation Refunding Bonds, Series
2016."
(b) This Indenture constitutes a continuing agreement with the Owners of all of the
Bonds issued or to be issued hereunder and then Outstanding to secure the full and final
payment of principal and redemption premiums (if any) and the interest on all Bonds which
may from time to time be executed and delivered hereunder, subject to the covenants,
agreements, provisions and conditions herein contained.
Section 2.02. Terms of Bonds.
(a) The Bonds shall be issued in fully registered form without coupons in the
denomination of $5,000 or any integral multiple thereof. The Bonds shall mature on September
1 in the years and shall bear interest (calculated on the basis of a 360 -day year of twelve 30 -day
months) at the rates per annum as follows:
Maturity Date Principal Interest
(September 1) Amount Rate
(b) Interest on the Bonds (including the final interest payment upon maturity or earlier
redemption) shall be payable on each Interest Payment Date to the person whose name appears
on the Registration Books as the Owner thereof as of the Record Date immediately preceding
each such Interest Payment Date, such interest to be paid by check of the Trustee mailed by first
class mail, postage prepaid, on the Interest Payment Date, to such Owner at the address of such
Owner as it appears on the Registration Books as of such Record Date; provided however, that
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payment of interest may be by wire transfer to an account in the United States of America to
any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more who
shall furnish written wire instructions to the Trustee on or before the applicable Record Date.
Such instructions shall remain in effect until rescinded in writing by the Owner. Principal of
and redemption premium (if any) on any Bond shall be paid upon presentation and surrender
thereof, at maturity or redemption (except for Sinking Account redemptions which do not
require presentment for payment), at the Principal Corporate Trust Office. Both the principal of
and interest and premium (if any) on the Bonds shall be payable in lawful money of the United
States of America.
(c) The Bonds shall be dated as of their date of delivery and shall bear interest from the
Interest Payment Date next preceding the date of authentication thereof, unless (a) it is
authenticated after a Record Date and on or before the following Interest Payment Date, in
which event it shall bear interest from such Interest Payment Date; or (b) the Bonds are
authenticated on or before February 15, 2017, in which event they shall bear interest from their
date of delivery; provided, however, that if, as of the date of authentication of the Bonds, interest
thereon is in default, the Bonds shall bear interest from the Interest Payment Date to which
interest has previously been paid or made available for payment thereon.
Section 2.03. Redemption of Bonds.
(a) Optional Redemption. The Bonds maturing on or before September 1, , are not
subject to optional redemption prior to maturity. The Bonds maturing on or after September 1,
are subject to redemption, at the option of the Successor Agency on any date on or after
September 1, , as a whole or in part, by such maturities as shall be determined by the
Successor Agency (and, in lieu of such determination, pro rata among maturities), and by lot
within a maturity, from any available source of funds, at a redemption price equal to the
principal amount thereof, together with accrued interest to the date fixed for redemption,
without premium.
The Successor Agency shall be required to give the Trustee written notice of its intention
to redeem Bonds under this subsection (a) with a designation of the maturities to be redeemed
at least forty-five (45), but not more than seventy-five (75) days, prior to the date fixed for such
redemption, or such lesser number of days as shall be agreed to by the Trustee in the sole
determination of the Trustee.
(b) Sinking Account Redemption. The Bonds maturing on September 1, ("Term
Bonds"), are subject to mandatory redemption from Sinking Account payments set forth in the
following schedule on September 1, , and on each September 1 thereafter, to and including
September 1, , at a redemption price equal to the principal amount thereof to be redeemed
(without premium), together with interest accrued thereon to the date fixed for redemption;
provided, however, that if some but not all of the Term Bonds have been redeemed pursuant to
subsection (a) above, the total amount of Sinking Account payments to be made subsequent to
such redemption shall be reduced in an amount equal to the principal amount of the Term
Bonds so redeemed by reducing each such future Sinking Account payment on a pro rata basis
(as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to
written notice filed by the Successor Agency with the Trustee. If any Sinking Account
redemption date is not a Business Day, such payment shall be made on the next succeeding
Business Day.
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Redemption Date Principal
(September 1) Amount
t Maturity.
(c) Notice of Redemption. The Trustee on behalf of and at the expense of the Successor
Agency will mail (by first class mail, postage prepaid) notice of any redemption at least twenty
(20) but not more than sixty (60) days prior to the redemption date, to (i) the Owners of any
Bonds designated for redemption at their respective addresses appearing on the Registration
Books, and (ii) to the Securities Depositories and to the Information Services designated in a
Written Request of the Successor Agency filed with the Trustee at the time the Successor
Agency notifies the Trustee of its intention to redeem Bonds; but such mailing will not be a
condition precedent to such redemption and neither failure to receive any such notice nor any
defect therein will affect the validity of the proceedings for the redemption of such Bonds or the
cessation of the accrual of interest thereon. Such notice will state the redemption date and the
redemption price, will designate the CUSIP number of the Bonds to be redeemed, state the
individual number of each Bond to be redeemed or state that all Bonds between two stated
numbers (both inclusive) or all of the Bonds Outstanding (or all Bonds of a maturity) are to be
redeemed, and will require that such Bonds be then surrendered (except for mandatory Sinking
Account redemptions) at the Principal Corporate Trust Office of the Trustee for redemption at
the said redemption price, giving notice also that further interest on such Bonds will not accrue
from and after the redemption date.
Notwithstanding the foregoing, in the case of any optional redemption of the Bonds
under Section 2.03(a) above, the notice of redemption shall state that the redemption is
conditioned upon receipt by the Trustee of sufficient moneys to redeem the Bonds on the
anticipated redemption date, and that the optional redemption shall not occur if, by no later
than the scheduled redemption date, sufficient moneys to redeem the Bonds have not been
deposited with the Trustee. In the event that the Trustee does not receive sufficient funds by the
scheduled optional redemption date to so redeem the Bonds to be optionally redeemed, such
event shall not constitute an Event of Default; the Trustee shall send written notice to the
Owners to the effect that the redemption did not occur as anticipated, and the Bonds for which
notice of optional redemption was given shall remain Outstanding for all purposes of this
Indenture.
Upon the payment of the redemption price of Bonds being redeemed, each check or
other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP
number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of
such check or other transfer.
(d) Effect of Redemption. From and after the date fixed for redemption, if funds available
for the payment of the redemption price of and interest on the Bonds so called for redemption
shall have been duly deposited with the Trustee, such Bonds so called shall cease to be entitled
to any benefit under this Indenture other than the right to receive payment of the redemption
price and accrued interest to the redemption date, and no interest shall accrue thereon from and
after the redemption date specified in such notice.
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(e) Manner of Redemption. Whenever any Bonds or portions thereof are to be selected for
redemption by lot, the Trustee shall make such selection, in such manner as the Trustee shall
deem appropriate, and shall notify the Successor Agency thereof. All Bonds redeemed or
purchased pursuant to this Section 2.03 shall be canceled and destroyed as provided in Section
10.07 hereof.
(f) Selection of Bonds for Redemption. Whenever provision (other than pursuant to Section
2.03(b)) is made in this Indenture for the redemption of Bonds and less than all Bonds then
currently outstanding are called for redemption, the Trustee will select Bonds for redemption
from Bonds then currently Outstanding and not previously called for redemption, at the written
direction of the Successor Agency in such order of maturity as shall be designated by the
Successor Agency, and in the absence of such direction, pro rata among maturities and by lot
within a maturity. The Trustee will promptly notify the Successor Agency in writing of the
Bonds so selected for redemption.
Section 2.04. Forms of Bonds. The Bonds, the form of Trustee's Certificate of
Authentication, and the form of Assignment to appear thereon, shall be substantially in the
form set forth in Exhibit A, which is attached hereto and by this reference incorporated herein,
with necessary or appropriate variations, omissions and insertions, as permitted or required by
this Indenture.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the Successor
Agency by the signature of its Chairman and the signature of its Secretary who are in office on
the date of execution and delivery of this Indenture or at any time thereafter. Either or both of
such signatures may be made manually or may be affixed by facsimile thereof. If any officer
whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to
the purchaser, such signature shall nevertheless be as effective as if the officer had remained in
office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on
behalf of the Successor Agency by such persons as at the actual date of the execution of such
Bond shall be the proper officers of the Successor Agency although on the date of such Bond
any such person shall not have been such officer of the Successor Agency.
Only such of the Bonds as shall bear thereon a Certificate of Authentication in the form
hereinafter set forth, manually executed and dated by the Trustee, shall be valid or obligatory
for any purpose or entitled to the benefits of this Indenture, and such Certificate shall be
conclusive evidence that such Bonds have been duly authenticated and delivered hereunder
and are entitled to the benefits of this Indenture. In the event temporary Bonds are issued
pursuant to Section 2.09 hereof, the temporary Bonds may bear thereon a Certificate of
Authentication executed and dated by the Trustee, may be initially registered by the Trustee,
and, until so exchanged as provided under Section 2.09 hereof, the temporary Bonds shall be
entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and
delivered hereunder.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the Registration Books, by the person in whose name it is registered, in
person or by a duly authorized attorney of such person, upon surrender of such Bond to the
Trustee at its Principal Corporate Trust Office for cancellation, accompanied by delivery of a
written instrument of transfer in a form acceptable to the Trustee, duly executed. Whenever any
Bond or Bonds shall be surrendered for registration of transfer, the Successor Agency shall
execute and the Trustee shall deliver a new Bond or Bonds, of like series, interest rate, maturity
and principal amount of authorized denominations. The Trustee shall collect from the Owner
any tax or other governmental charge on the transfer of any Bonds pursuant to this Section 2.06.
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The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in
connection with any transfer shall be paid by the Successor Agency.
The Trustee may refuse to transfer, under the provisions of this Section 2.06, either (a)
any Bonds during the period fifteen (15) days prior to the date established by the Trustee for the
selection of Bonds for redemption, or (b) any Bonds selected by the Trustee for redemption.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Corporate
Trust Office for a like aggregate principal amount of Bonds of other authorized denominations
of the same series, interest rate and maturity. The Trustee shall collect any tax or other
governmental charge on the exchange of any Bonds pursuant to this Section 2.07. The cost of
printing Bonds and any services rendered or expenses incurred by the Trustee in connection
with any exchange shall be paid by the Successor Agency.
The Trustee may refuse to exchange, under the provisions of this Section 2.07, either (a)
any Bonds during the fifteen (15) days prior to the date established by the Trustee for the
selection of Bonds for redemption or (b) any Bonds selected by the Trustee for redemption.
Section 2.08. Registration of Bonds. The Trustee will keep or cause to be kept, at its
Principal Corporate Trust Office, sufficient records for the registration and registration of
transfer of the Bonds, which shall at all times during normal business hours be open to
inspection by the Successor Agency, upon reasonable prior notice to the Trustee; and, upon
presentation for such purpose, the Trustee shall, under such reasonable regulations as it may
prescribe, register or transfer or cause to be registered or transferred, on the Registration Books
Bonds as hereinbefore provided.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such denominations as may be determined by
the Successor Agency, and may contain such reference to any of the provisions of this Indenture
as may be appropriate. Every temporary Bond shall be executed by the Successor Agency upon
the same conditions and in substantially the same manner as the definitive Bonds. If the
Successor Agency issues temporary Bonds, it will execute and furnish definitive Bonds without
delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange
therefor at the Principal Corporate Trust Office, and the Trustee shall deliver in exchange for
such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized
denominations, interest rates and like maturities. Until so exchanged, the temporary Bonds
shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds
authenticated and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the Successor Agency, at the expense of the Owner of such Bond, shall execute, and
the Trustee shall thereupon deliver, a new Bond of like tenor and amount in exchange and
substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so
mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it. If any
Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be
submitted to the Trustee and, if such evidence be satisfactory to the Trustee and indemnity for
the Trustee and the Successor Agency satisfactory to the Trustee shall be given, the Successor
Agency, at the expense of the Owner, shall execute, and the Trustee shall thereupon deliver, a
new Bond of like tenor and amount in lieu of and in substitution for the Bond so lost, destroyed
or stolen (or if any such Bond has matured or has been called for redemption, instead of issuing
a substitute Bond, the Trustee may pay the same without surrender thereof upon receipt of
indemnity satisfactory to the Trustee and the Successor Agency). The Successor Agency may
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require payment by the Owner of a sum not exceeding the actual cost of preparing each new
Bond issued under this Section 2.10 and of the expenses which may be incurred by the
Successor Agency and the Trustee in the premises. Any Bond issued under the provisions of
this Section 2.10 in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an
original additional contractual obligation on the part of the Successor Agency whether or not
the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and
shall be equally and proportionately entitled to the benefits of this Indenture with all other
Bonds issued pursuant to this Indenture.
Section 2.11. CUSIP Numbers. The Trustee and the Successor Agency shall not be liable
for any defect or inaccuracy in the CUSIP number that appears on any Bond, check, advise of
payment or redemption notice and any such document may contain a statement to the effect
that CUSIP numbers have been assigned by an independent service for convenience of reference
and that neither the Successor Agency nor the Trustee shall be liable for any inaccuracy in such
numbers.
Section 2.12. Book -Entry Only System. It is intended that the Bonds, be registered so as
to participate in a securities depository system with DTC (the "DTC System'), as set forth
herein. The Bonds shall be initially issued in the form of a separate single fully registered Bond
for each of the maturities of the Bonds in the name of Southwest Securities, Inc. and shall
thereafter be assigned to and registered in the name of Cede & Co., as nominee of DTC. The
Successor Agency and the Trustee are authorized to execute and deliver such letters to or
agreements with DTC as shall be necessary to effectuate the DTC System, including a
representation letter in the form required by DTC (the "Representation Letter"). In the event of
any conflict between the terms of any such letter or agreement, including the Representation
Letter, and the terms of this Indenture, the terms of this Indenture shall control. DTC may
exercise the rights of a Bondholder only in accordance with the terms hereof applicable to the
exercise of such rights.
With respect to the Bonds registered in the books of the Trustee in the name of Cede &
Co., as nominee of DTC, the Successor Agency and the Trustee, shall have no responsibility or
obligation to any broker-dealer, bank or other financial institution for which DTC holds Bonds
from time to time as securities depository (each such broker-dealer, bank or other financial
institution being referred to herein as a "DTC Participant") or to any person on behalf of whom
such a DTC Participant directly or indirectly holds an interest in the Bonds (each such person
being herein referred to as an "Indirect Participant"). Without limiting the immediately
preceding sentence, Successor Agency and the Trustee shall have no responsibility or obligation
with respect to (a) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with
respect to any ownership interest in the Bonds, (b) the delivery to any DTC Participant or any
Indirect Participant or any other person, other than a Bondholder, as shown in the Register, of
any notice with respect to the Bonds, including any notice of redemption, (c) the payment to
any DTC Participant or Indirect Participant or any other Person, other than a Bondholder, as
shown in the Register, of any amount with respect to principal of, premium, if any, or interest
on, the Bonds or (d) any consent given by DTC as registered owner. So long as certificates for
the Bonds are not issued pursuant to Section 2.12 and the Bonds are registered to DTC, the
Successor Agency, and the Trustee shall treat DTC or any successor securities depository as,
and deem DTC or any successor securities depository to be, the absolute owner of the Bonds for
all purposes whatsoever, including without limitation (i) the payment of principal and interest
on the Bonds, (ii) giving notice of redemption and other matters with respect to the Bonds, (iii)
registering transfers with respect to the Bonds and (iv) the selection of Bonds for redemption.
While in the DTC System, no person other than Cede & Co., or any successor thereto, as
nominee for DTC, shall receive a Bond certificate with respect to any Bond. Notwithstanding
any other provision of this Indenture to the contrary, so long as any of the Bonds are registered
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in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of,
premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall be
made and given, respectively, in the manner provided in the Representation Letter.
Upon delivery by DTC to the Trustee of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in
this Indenture with respect to interest checks being mailed to the registered owner at the close
of business on the Record Date applicable to any Interest Payment Date, the name "Cede & Co."
in this Indenture shall refer to such new nominee of DTC.
Section 2.13. Successor Securities Depository; Transfers Outside Book Entry -Only
System. DTC may determine to discontinue providing its services with respect to the Bonds at
any time by giving written notice to the Successor Agency and the Trustee and discharging its
responsibilities with respect thereto under applicable law. The Successor Agency, without the
consent of any other person, but following written notice to the Successor Agency and the
Trustee, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance
or termination of the services of DTC with respect to the Bonds pursuant to the foregoing
provisions, unless a substitute securities depository is appointed to undertake the functions of
DTC hereunder, the Successor Agency, at the expense of the Successor Agency, is obligated to
deliver Bond certificates to the beneficial owners of the Bonds, as described in this Indenture,
and the Bonds shall no longer be restricted to being registered in the books of the Trustee in the
name of Cede & Co. as nominee of DTC, but may be registered in whatever name or name
Bondowner transferring or exchanging Bonds shall designate to the Trustee in writing, in
accordance with the provisions of this Indenture. The Successor Agency may determine that the
Bonds shall be registered in the name of and deposited with a successor depository operating a
securities depository system, qualified to act as such under Section 17(a) of the Securities
Exchange Act of 1934, as amended, as may be acceptable to the Successor Agency, or such
depository's agent or designee.
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ARTICLE III
DEPOSIT AND APPLICATION OF PROCEEDS OF BONDS;
PARITY DEBT
Section 3.01. Issuance of Bonds. Upon the execution and delivery of this Indenture, the
Successor Agency shall execute and deliver the Bonds to the Trustee in the aggregate principal
amount of dollars ($ ) and the Trustee shall authenticate and deliver
the Bonds upon the Written Request of the Successor Agency.
Section 3.02. Application of Proceeds of Sale.
(a) Upon the receipt of payment for the Bonds on the Closing Date of $ , being
the principal amount of the Bonds of $ .00, less an underwriter's discount of
$ , plus a net original issue premium of $ less $ being the premium
for the Municipal Bond Insurance Policy and less $ being the premium for the Reserve
Policy (which premiums were paid by the Original Purchaser as an accommodation to the
Successor Agency), the Trustee shall deposit the proceeds of sale thereof in the Bond Proceeds
Account and then apply such proceeds as follows:
(i) The Trustee shall deposit the amount of $
(ii) The Trustee shall transfer the amount of $,
deposit in the 2010 Housing Bonds Escrow Fund; and
(iii) The Trustee shall transfer the amount of $_
deposit in the 2010 Redevelopment Bonds Escrow Fund.
in the Costs of Issuance Fund;
to the Escrow Bank for
to the Escrow Bank for
(b) Upon the application of the proceeds as set forth above, the Trustee shall close the
Bond Proceeds Account. The Trustee may establish, as it deems necessary, a temporary fund or
account on its records to facilitate the deposits and transfers set forth herein.
Section 3.03. Costs of Issuance Fund. There is hereby established a separate fund to be
known as the "Costs of Issuance Fund," which shall be held by the Trustee in trust. The moneys
in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to
pay the Costs of Issuance upon submission of a Written Request of the Successor Agency stating
the person to whom payment is to be made, the amount to be paid, the purpose for which the
obligation was incurred and that such payment is a proper charge against said fund. Each such
Written Request of the Successor Agency shall be sufficient evidence to the Trustee of the facts
stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On
December 14, 2016, or upon the earlier Written Request of the Successor Agency, any moneys
remaining on deposit in the Costs of Issuance Fund shall be withdrawn therefrom by the
Trustee and transferred to the Interest Account and the Costs of Issuance Fund shall be closed.
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Section 3.04. Issuance of Parity Debt. In addition to the Bonds, the Successor Agency
may issue or incur Parity Debt only to refund the Bonds in such principal amount as shall be
determined by the Successor Agency, pursuant to a separate or Supplemental Indenture
adopted or entered into by the Successor Agency and Trustee. The Successor Agency may issue
or incur such Parity Debt subject to the following specific conditions precedent:
(a) The Successor Agency will be in compliance with all covenants set forth in this
Indenture;
(b) The Oversight Board shall have approved the issuance of the Parity Debt.
(c) The Parity Debt will be on such terms and conditions as may be set forth in a separate
or Supplemental Indenture, which will provide for bonds substantially in accordance with this
Indenture, and the deposit of moneys or a surety bond into the Reserve Account in an amount
sufficient, together with the balance of the Reserve Account, to equal the Reserve Requirement
on all Bonds expected to be outstanding including the Parity Debt;
(d) Receipt of a certificate or opinion of an Independent Financial Consultant stating that
the total net interest cost to maturity of the Parity Debt plus the principal amount of the Parity
Debt will not exceed the total net interest cost to maturity of the Bonds or previously issued
Parity Debt to be refunded plus the principal amount of the Bonds or previously issued Parity
Debt to be refunded.
(e) The Parity Debt will mature on and interest will be payable on the same dates as the
Bonds (except the first interest payment may be from the date of the Parity Debt until either the
next succeeding March 1 or September 1).
Section 3.05. Validity of Bonds. The validity of the authorization and issuance of the
Bonds shall not be dependent upon the completion of the Redevelopment Project or upon the
performance by any person of his obligation with respect to the Redevelopment Project.
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ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS
Section 4.01. Security of Bonds; Equal Security. Except as provided in Section 6.06, the
Bonds and any additional Parity Debt shall be equally secured by a pledge and lien on all of the
Tax Revenues and by a first and exclusive pledge and lien upon all of the moneys in the Debt
Service Fund (including the Interest Account, the Principal Account, the Sinking Account, the
Reserve Account and the Redemption Account therein) without preference or priority for series,
issue, number, dated date, sale date, date of execution or date of delivery. Except for the Tax
Revenues and such moneys, no funds or properties of the Successor Agency shall be pledged to,
or otherwise liable for, the payment of principal of or interest or redemption premium (if any)
on the Bonds.
In consideration of the acceptance of the Bonds by those who shall own the same from
time to time, this Indenture shall be deemed to be and shall constitute a contract between the
Successor Agency and the Trustee for the benefit of the Owners from time to time of the Bonds,
and the covenants and agreements herein set forth to be performed on behalf of the Successor
Agency shall be for the equal and proportionate benefit, security and protection of all Owners
of the Bonds without preference, priority or distinction as to security or otherwise of any of the
Bonds over any of the others by reason of the number or date thereof or the time of sale,
execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly
provided therein or herein.
Section 4.02. Redevelopment Obligation Retirement Fund; Deposit of Tax Revenues.
There has been established a special trust fund known as the "Redevelopment Obligation
Retirement Fund," which shall be held by the Successor Agency pursuant to section 34170.5 of
the Dissolution Act. There is hereby established a special trust fund known as the "Debt Service
Fund" and the accounts therein referred to below which shall be held by the Trustee. The
Successor Agency shall deposit all of the Tax Revenues received in any Bond Year in the
Redevelopment Obligation Retirement Fund promptly upon receipt thereof by the Successor
Agency, and promptly thereafter shall transfer amounts received therein to the Debt Service
Fund established and held by the Trustee under this Indenture until such time during such
Bond Year as the amounts so transferred to the Debt Service Fund hereunder equal the
aggregate amounts required to be deposited by the Trustee into the Interest Account, the
Principal Account, the Sinking Account and the Redemption Account of the Debt Service Fund
in such Bond Year pursuant to Section 4.03 of this Indenture and for deposit in such Bond Year
in the funds and accounts established with respect to Parity Debt, as provided in any
Supplemental Indenture.
Section 4.03. Deposit of Amounts by Trustee. There are hereby created accounts within
the Debt Service Fund as set forth below, to be known respectively as the Interest Account, the
Principal Account, the Sinking Account, the Reserve Account and the Redemption Account.
Moneys in the Debt Service Fund will be transferred by the Trustee in the following amounts at
the following times, for deposit by the Trustee in the following respective accounts within the
Debt Service Fund, in the following order of priority:
(a) Interest Account. On or before the fifth Business Day preceding each Interest Payment
Date, commencing with the March 1, 2017, Interest Payment Date, to the extent there are
moneys available, the Trustee shall transfer funds from the Debt Service Fund for deposit in the
Interest Account an amount which, when added to the amount contained in the Interest
Account on that date, will be equal to the aggregate amount of the interest becoming due and
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payable on the Outstanding Bonds and Parity Debt on such Interest Payment Date. No such
transfer and deposit need be made to the Interest Account if the amount contained therein is at
least equal to the interest to become due on the next succeeding Interest Payment Date upon all
of the Outstanding Bonds and Parity Debt. Subject to this Indenture, all moneys in the Interest
Account will be used and withdrawn by the Trustee solely for the purpose of paying the
interest on the Bonds and Parity Debt as it becomes due and payable (including accrued interest
on any Bonds and Parity Debt redeemed prior to maturity pursuant to this Indenture).
(b) Principal Account. On or before the fifth (5th) Business Day preceding March 1, 2017
and September 1, 2017, to the extent there are moneys available, the Trustee shall transfer funds
from the Debt Service Fund for deposit in the Principal Account an amount which, when added
to the amount then contained in the Principal Account, will be equal to the principal becoming
due and payable on the Outstanding Bonds on September 1, 2017. On or before the fifth (5th)
Business Day preceding March 1 and September 1 in each year beginning March 1, 2018, the
Successor Agency shall transfer to the Trustee on or before March 1 of such year fifty percent
(50%) of the principal amount due on the following September 1, and shall transfer on or before
September 1 of such year the remaining fifty percent (50%) of the principal amount due on
September 1 of such year. No such transfer and deposit need be made to the Principal Account
if the amount contained therein is at least equal to the principal to become due on the next
September 1. All moneys in the Principal Account shall be used and withdrawn by the Trustee
solely for the purpose of paying the principal of the Bonds (including principal being paid
pursuant to mandatory sinking fund redemption) as it shall become due and payable.
(c) Sinking Account. On or before the fifth (5th) Business Day preceding March 1,
and September 1, , to the extent there are moneys available, the Trustee shall transfer funds
from the Debt Service Fund for deposit in the Sinking Account an amount which, when added
to the amount then contained in the Sinking Account, will be equal to the sinking fund payment
becoming due and payable on the Outstanding Bonds on September 1, . On or before the
fifth (5th) Business Day preceding March 1 and September 1 in each year beginning March 1,
the Successor Agency shall transfer to the Trustee on or before March 1 of such year fifty
percent (50%) of the sinking fund amount due on the following September 1, and shall transfer
on or before September 1 of such year the remaining fifty percent (50%) of the sinking fund
amount due on September 1 of such year. No such transfer and deposit need be made to the
Sinking Account if the amount contained therein is at least equal to the sinking fund payment to
become due on the next September 1. Subject to this Indenture, all moneys in the Sinking
Account will be used and withdrawn by the Trustee solely for the purpose of paying the
aggregate principal amount of the Bonds and term bonds relating to Parity Debt required to be
redeemed on such September 1 pursuant to Section 2.03(b).
(d) Reserve Account.
(i) In lieu of a cash deposit to the Reserve Account, the Reserve Policy shall be
delivered to the Trustee on the Closing Date. The prior written consent of the Municipal
Bond Insurer shall be a condition precedent to the deposit of any credit instrument in
lieu of a cash deposit into the Reserve Account.
If, on any Interest Payment Date, the moneys available in the Interest Account
and/or the Principal Account do not equal the amount of the principal or interest with
respect to the Bonds then coming due and payable, the Trustee shall apply the moneys
available in the Reserve Account to make delinquent amounts by transferring the
amount necessary for this purpose to the Interest Account and/or the Principal Account
or shall draw on the Reserve Policy and apply amounts received from such draw to
make delinquent amounts by transferring the amount necessary for this purpose to the
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Interest Account and/or the Principal Account. To the extent there is cash or
investments on deposit in the Reserve Account, such cash or investments shall be
applied first before there is any draw on the Reserve Policy or any other credit facility
credited to the Reserve Account in lieu of cash (a "Credit Facility"). Payment of any
Policy Costs (hereinafter defined) shall be made prior to replenishment of any such cash
amounts. Draws on all Credit Facilities (including the Reserve Policy) on which there is
available coverage shall be made on a pro rata basis (calculated by reference to the
coverage then available thereunder) after applying all available cash and investments in
the Reserve Account. Payment of Policy Costs and reimbursement of amounts with
respect to other Credit Facilities shall be made on a pro rata basis prior to replenishment
of any cash drawn from the Reserve Account. For the avoidance of doubt, "available
coverage" means the coverage then available for disbursement pursuant to the terms of
the applicable alternative credit instrument without regard to the legal or financial
ability or willingness of the provider of such instrument to honor a claim or draw
thereon or the failure of such provider to honor any such claim or draw. Upon receipt of
any delinquent amount with respect to which moneys have been advanced from the
Reserve Account or there has been a draw on the Reserve Policy, such amount shall be
deposited in the Reserve Account to the extent of such advance and first applied to
reimburse a draw on the Reserve Policy and then to replenish any cash drawn
therefrom.
The Reserve Account may be maintained at the specific direction of the Successor
Agency in the form of one or more separate sub -accounts which are established for the
purpose of holding the proceeds of separate issues of the Bonds and Parity Debt in
conformity with applicable provisions of the Tax Code.
The Successor Agency has no obligation to replace the Reserve Policy or to fund
the Reserve Account with cash if, at any time the Bonds are outstanding, amounts are
unavailable under the Reserve Policy.
(ii) The Successor Agency shall repay any draws under the Reserve Policy and
pay all related reasonable expenses incurred by the Municipal Bond Insurer. Interest
shall accrue and be payable on such draws and expenses from the date of payment by
the Municipal Bond Insurer at the Late Payment Rate.
Repayment of draws and payment of expenses and accrued interest thereon at
the Late Payment Rate (collectively, the "Policy Costs") shall commence in the first
month following each draw, and each such monthly payment shall be in an amount at
least equal to 1/ 12 of the aggregate of Policy Costs related to such draw.
Amounts in respect of Policy Costs paid to the Municipal Bond Insurer shall be
credited first to interest due, then to the expenses due and then to principal due. As and
to the extent that payments are made to the Municipal Bond Insurer on account of
principal due, the coverage under the Reserve Policy will be increased by a like amount,
subject to the terms of the Reserve Policy.
All cash and investments in the Reserve Account shall be transferred to the Debt
Service Fund for payment of the debt service on the Bonds before any drawing may be
made on the Reserve Policy or any other Reserve Fund Credit Instrument in lieu of cash.
Payment of any Policy Cost shall be made prior to replenishment of any cash
amounts. Draws on all Reserve Fund Credit Instruments (including the Reserve Policy)
on which there is available coverage shall be made on a pro -rata basis (calculated by
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reference to the coverage then available thereunder) after applying all available cash and
investments in the Debt Service Reserve Fund. Payment of Policy Costs and
reimbursement of amounts with respect to other Reserve Fund Credit Instruments shall
be made on a pro rata basis prior to replenishment of any cash drawn from the Reserve
Account. For the avoidance of doubt, "available coverage" means the coverage then
available for disbursement pursuant to the terms of the applicable alternative credit
instrument without regard to the legal or financial ability or willingness of the provider
of such instrument to honor a claim or draw thereon or the failure of such provider to
honor any such claim or draw.
(iii) Draws under the Reserve Policy may only be used to make payments on
Bonds (but not Parity Debt).
(iv) If the Successor Agency shall fail to pay any Policy Costs in accordance with
the requirements of paragraph (a) above, the Municipal Bond Insurer shall be entitled to
exercise any and all legal and equitable remedies available to it, including those
provided under this Indenture other than (i) acceleration of the maturity of the Bonds, or
(ii) remedies which would adversely affect owners of the Bonds.
(v) This Indenture shall not be discharged until all Policy Costs owing to the
Municipal Bond Insurer shall have been paid in full. The Successor Agency's obligation
to pay such amount shall expressly survive payment in full of the Bonds.
(vi) The Trustee shall ascertain the necessity for a claim upon the Reserve Policy
in accordance with the provisions of paragraph (a) hereof and provide notice to the
Municipal Bond Insurer at least three business days prior to each date upon which
interest or principal is due on the Bonds.
(vii) The Reserve Policy shall expire on the earlier of the date the Bonds are no
longer outstanding and the final maturity date of the Bonds.
With respect to the Reserve Policy, notwithstanding anything to the contrary set
forth in this Indenture, the Successor Agency and the Trustee agree to comply with the
terms of the Reserve Agreement.
(e) Redemption Account. On or before the fifth Business Day preceding any date on which
Bonds are to be redeemed, other than through mandatory Sinking Account redemption, the
Trustee shall withdraw from the Debt Service Fund and transfer to the Redemption Account
(which the Trustee shall thereupon establish and hold in trust hereunder) an amount required
to pay the principal of and premium, if any, on the Bonds to be redeemed on such date, taking
into account any funds then on deposit in the Redemption Account. The Trustee shall also
deposit in the Redemption Account any other amounts received by it from the Successor
Agency designated by the Successor Agency in writing to be deposited in the Redemption
Account. All moneys in the Redemption Account shall be used and withdrawn by the Trustee
solely for the purpose of paying the principal of and premium, if any, on the Bonds to be
redeemed on the respective dates set for such redemption.
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ARTICLE V
COVENANTS OF THE SUCCESSOR AGENCY
Section 5.01. Covenants of the Successor Agency. As long as the Bonds are outstanding
and unpaid, the Successor Agency shall (through its proper members, officers, agents or
employees) faithfully perform and abide by all of the covenants, undertakings and provisions
contained in this Indenture or in any Bond issued hereunder, including the following covenants
and agreements for the benefit of the Bondowners which are necessary, convenient and
desirable to secure the Bonds and any Parity Debt and will tend to make them more marketable;
provided, however, that the covenants do not require the Successor Agency to expend any funds
other than the Tax Revenues:
(a) Use of Proceeds; Management and Operation of Properties. The Successor Agency
covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as
provided in this Indenture and that it will manage and operate all properties owned by it
comprising any part of the Redevelopment Project in a sound and businesslike manner.
(b) No Priority. The Successor Agency covenants and agrees that it will not issue any
obligations payable, either as to principal or interest, from the Tax Revenues which have any
lien upon the Tax Revenues prior or superior to the lien of the Bonds. Except as permitted by
Section 3.04 hereof, it will not issue any obligations, payable as to principal or interest, from the
Tax Revenues, which have any lien upon the Tax Revenues on a parity with the Bonds
authorized herein. Notwithstanding the foregoing, nothing in this Indenture shall prevent the
Successor Agency (i) from issuing and selling pursuant to law, refunding obligations payable
from and having any lawful lien upon the Tax Revenues, if such refunding obligations are
issued for the purpose of, and are sufficient for the purpose of, refunding all of the Outstanding
Bonds and Parity Debt, (ii) from issuing and selling obligations which have, or purport to have,
any lien upon the Tax Revenues which is junior to the Bonds, or (iii) from issuing and selling
bonds or other obligations which are payable in whole or in part from sources other than the
Tax Revenues. As used herein "obligations" includes, without limitation, bonds, notes, interim
certificates, debentures or other obligations.
(c) Punctual Payment. The Successor Agency covenants and agrees that it will duly and
punctually pay or cause to be paid the principal of and interest on each of the Bonds on the
date, at the place and in the manner provided in the Bonds.
(d) Payment of Taxes and Other Charges. The Successor Agency covenants and agrees that
it will from time to time pay and discharge, or cause to be paid and discharged, all payments in
lieu of taxes, service charges, assessments or other governmental charges which may lawfully
be imposed upon the Successor Agency or any of the properties then owned by it in the
Redevelopment Project, or upon the revenues and income therefrom, and will pay all lawful
claims for labor, materials and supplies which if unpaid might become a lien or charge upon
any of the properties, revenues or income or which might impair the security of the Bonds or
the use of Tax Revenues or other legally available funds to pay the principal of and interest on
the Bonds, all to the end that the priority and security of the Bonds shall be preserved;
provided, however, that nothing in this covenant shall require the Successor Agency to make
any such payment so long as the Successor Agency in good faith shall contest the validity of the
payment.
(e) Books and Accounts; Financial Statements. The Successor Agency covenants and agrees
that it will at all times keep, or cause to be kept, proper and current books and accounts
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(separate from all other records and accounts) in which complete and accurate entries shall be
made of all transactions relating to the Redevelopment Project and the Tax Revenues and other
funds relating to the Redevelopment Project. The Successor Agency will prepare within one
hundred eighty (180) days after the close of each of its Fiscal Years a post -audit of the financial
transactions and records of the Successor Agency for the Fiscal Year to be made by an
Independent Certified Public Accountant appointed by the Successor Agency, and will furnish
a copy of the post -audit to the Trustee and any rating agency which maintains a rating on the
Bonds, and, upon written request, to any Bondowner. The Trustee shall have no duty to review
such post -audits.
(f) Eminent Domain Proceeds. The Successor Agency covenants and agrees that if all or
any part of the Redevelopment Project should be taken from it without its consent, by eminent
domain proceedings or other proceedings authorized by law, for any public or other use under
which the property will be tax exempt, it shall take all steps necessary to adjust accordingly the
base year property tax roll of the Redevelopment Project.
(g) Disposition of Property. The Successor Agency covenants and agrees that it will not
dispose of land area in the Redevelopment Project (except property in effect on the date this
Indenture is adopted as planned for public use, or property to be used for public streets, public
off-street parking, sewage facilities, parks, easements or right-of-way for public utilities, or
other similar uses) to public bodies or other persons or entities whose property is tax exempt,
unless such disposition will not result in Tax Revenues to be less than 1.25 times Maximum
Annual Debt Service, based upon the certificate or opinion of an Independent Financial
Consultant appointed by the Successor Agency.
(h) Protection of Security and Rights of Bondowners. The Successor Agency covenants and
agrees to preserve and protect the security of the Bonds and the rights of the Bondowners and
to contest by court action or otherwise (i) the assertion by any officer of any government unit or
any other person whatsoever against the Successor Agency that (A) the Law is unconstitutional
or (B) that the Tax Revenues pledged under this Indenture cannot be paid to the Successor
Agency for the debt service on the Bonds or (ii) any other action affecting the validity of the
Bonds or diluting the security therefor.
(i) Tax Covenants. The Successor Agency covenants and agrees to contest by court action
or otherwise any assertion by the United States of America or any departments or agency
thereof that the interest received by the Bondowners is includable in gross income of the
recipient under federal income tax laws on the date of issuance of the Bonds. Notwithstanding
any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion
from gross income of interest with respect to the Bonds and tax-exempt Parity Debt will not be
adversely affected for federal income tax purposes, the Successor Agency covenants to comply
with all applicable requirements of the Tax Code necessary to preserve such exclusion from
gross income and specifically covenants, without limiting the generality of the foregoing, as
follows:
(i) Rebate Requirement. The Successor Agency shall take any and all actions
necessary to assure compliance with section 148(f) of the Code, relating to the rebate of
excess investment earnings, if any, to the federal government. In the event that the
Successor Agency shall determine that any amounts are due and payable to the United
States of America hereunder and that the Trustee has on deposit an amount of available
moneys (excluding moneys on deposit in the Interest Account, the Principal Account,
the Sinking Account and excluding any other moneys required to pay the principal of or
interest or redemption premium, if any, on the Bonds) to make such payment, the
Successor Agency shall promptly pay from available Tax Revenues or any other source
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of legally available funds the sum of (a) one hundred percent (100%) of the amounts
determined to be due and payable to the United States of America as a result of the
investment of amounts on deposit in any fund or account established hereunder, plus
(b) all other amounts due and payable to the United States of America.
(ii) Private Business Use Limitation. The Successor Agency shall assure that the
proceeds of the Bonds are not used in a manner which would cause the Bonds to become
"private activity bonds" within the meaning of section 141(a) of the Tax Code.
(iii) Private Loan Limitation. The Successor Agency shall assure that no more
than five percent (5%) of the net proceeds of the Bonds are used, directly or indirectly, to
make or finance a loan (other than loans constituting nonpurpose obligations as defined
in the Tax Code or constituting assessments) to persons other than state or local
government units.
(iv) Federal Guarantee Prohibition. The Successor Agency shall not take any
action or permit or suffer any action to be taken if the result of the same would be to
cause the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the
Tax Code.
(v) No Arbitrage. The Successor Agency shall not take, or permit or suffer to be
taken by the Trustee or otherwise, any action with respect to the Bond proceeds which, if
such action had been reasonably expected to have been taken, or had been deliberately
and intentionally taken, on the Closing Date of the Bonds, would have caused the Bonds
to be "arbitrage bonds" within the meaning of section 148(a) of the Tax Code.
(j) Further Assurances. The Successor Agency covenants and agrees to adopt, make,
execute and deliver any and all such further resolutions, instruments and assurances as may be
reasonably necessary or proper to carry out the intention or to facilitate the performance of this
Indenture, and for the better assuring and confirming unto the Owners of the rights and
benefits provided in this Indenture.
(k) Compliance with Dissolution Act. The Successor Agency covenants that it will comply
with the requirements of the Dissolution Act. Without limiting the generality of the foregoing,
the Successor Agency covenants and agrees to file all required statements and hold all public
hearings required under the Dissolution Act to assure compliance by the Successor Agency with
its covenants hereunder and under the Reserve Agreement. The Successor Agency shall take all
actions required under the Dissolution Act to prepare and file Recognized Obligation Payment
Schedules for each Semi -Annual Period debt service on the Bonds so as to enable the County
Auditor -Controller to distribute from the Redevelopment Property Tax Trust Fund for deposit
in the Redevelopment Obligation Retirement Fund on each January 2 and July 1, as applicable,
all amounts as shall be required to enable the Successor Agency to pay timely (i) principal of,
and interest on, the Bonds coming due in such Bond Year, including the inclusion on the
applicable Recognized Obligation Schedule the amounts set forth in the Recognized Obligation
Debt Service Schedule attached hereto as Exhibit B and hereby made a part hereof and (ii) all
amounts due and payable to the Municipal Bond Insurer in connection with the Municipal
Bond Insurance Policy and the Reserve Policy.
(1) Processing BOPS. Not later than February 1 in each year, the Successor Agency shall
submit an Oversight Board -approved Recognized Obligation Payment Schedule to the State
Department of Finance and to the County Auditor -Controller which shall include the following:
(i) all scheduled interest payments on all Outstanding Bonds and Parity Debt of the Successor
Agency that are due and payable during the next calendar year, (ii) all scheduled principal and
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mandatory sinking fund redemption payments on all Outstanding Bonds and Parity Debt of the
Successor Agency that are due and payable during the next calendar year, (iii) any amount
required to cure any deficiency in the Reserve Account pursuant to this Indenture or in any
indenture relating to Parity Debt, and (v) all amounts due and payable to the Municipal Bond
Insurer in connection with the Municipal Bond Insurance Policy and the Reserve Policy.
In the event that the Successor Agency fails to timely file any Recognized Obligation
Payment Schedule related to the Bonds for any period, the Successor Agency designates the
Municipal Bond Insurer as its attorney in fact with the power to file a Recognized Obligation
Payment Schedule with respect to the Bonds.
The Successor Agency further agrees (a) to the extent permitted by law, to amend any
ROPS filing for any period during which amounts owned to the Municipal Bond Insurer either
with respect to the Bond Insurance Policy or the Reserve Policy are not included on such ROPS
filing, and (b) not to submit a last and final ROPS under the Dissolution Act without the prior
written consent of the Municipal Bond Insurer.
Notwithstanding the foregoing, also commencing with the Recognized Obligation
Schedule to be submitted no later than February 1, 2017, the Successor Agency shall include on
each Recognized Obligation Payment Schedule that is payable by the County Auditor -
Controller on January 2 one-half of the principal payment of the Bonds that is payable on the
following September 1 as a reserve for the principal payment payable on such September 1,
commending with the January 2, 2018, deposit into Redevelopment Obligation Retirement Fund
(m) Dissolution Act Invalid, Maintenance of Tax Revenues. In the event that the applicable
property tax revenues provisions of the Dissolution Act are determined by a court in a final
judicial decision to be invalid and, in place of the invalid provisions, provisions of the Law or
the equivalent become applicable to the Bonds, the Successor Agency shall comply with all
requirements of the Law or the equivalent to insure the allocation and payment to it of the Tax
Revenues, including without limitation the timely filing of any necessary statements of
indebtedness with appropriate officials of the County and, in the case of amounts payable by
the State, appropriate officials of the State.
(n) Continuing Disclosure. The Successor Agency hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosure Certificate.
Notwithstanding any other provision of this Indenture, failure of the Successor Agency to
comply with the Continuing Disclosure Certificate shall not be an Event of Default hereunder.
However, any Participating Underwriter or any holder or beneficial owner of the Bonds may
take such actions as may be necessary and appropriate, including seeking specific performance
by court order, to cause the Successor Agency to comply with its obligations under this Section
5.01(n).
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ARTICLE VI
THE TRUSTEE
Section 6.01. Duties, Immunities and Liabilities of Trustee.
(a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing
or waiver of all Events of Default which may have occurred, perform such duties and only such
duties as are specifically set forth in this Indenture and no implied covenants, duties or
obligations shall be read into this Indenture against the Trustee. The Trustee shall, during the
existence of any Event of Default (which has not been cured or waived), exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a reasonable person would exercise or use under the circumstances in the
conduct of its own affairs.
(b) The Successor Agency may remove the Trustee at any time and shall remove the
Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in
writing signed by the Owners of not less than a majority in aggregate principal amount of the
Bonds then Outstanding (or their attorneys duly authorized in writing), or (ii) if at any time the
Successor Agency has knowledge that the Trustee shall cease to be eligible in accordance with
subsection (e) of this Section 6.01, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any
public officer shall take control or charge of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation. In each case such removal shall be
accomplished by the giving of written notice of such removal by the Successor Agency to the
Trustee, whereupon the Successor Agency shall immediately appoint a successor Trustee by an
instrument in writing.
(c) The Trustee may at any time resign by giving written notice of such resignation to the
Successor Agency and by giving the Owners notice of such resignation by first class mail,
postage prepaid, at their respective addresses shown on the Registration Books. Upon receiving
such notice of resignation, the Successor Agency shall promptly appoint a successor Trustee by
an instrument in writing.
(d) Any removal or resignation of the Trustee and appointment of a successor Trustee
shall become effective only upon acceptance of appointment by the successor Trustee. If no
successor Trustee shall have been appointed and have accepted appointment within forty-five
(45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee
or any Owner (on behalf of such Owner and all other Owners) may petition any court of
competent jurisdiction at the expense of the Successor Agency for the appointment of a
successor Trustee, and such court may thereupon, after such notice (if any) as it may deem
proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture
shall signify its acceptance of such appointment by executing, acknowledging and delivering to
the Successor Agency and to its predecessor Trustee a written acceptance thereof, and
thereupon such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of
such predecessor Trustee, with like effect as if originally named Trustee herein; but,
nevertheless at the Written Request of the Successor Agency or the request of the successor
Trustee, such predecessor Trustee shall execute and deliver any and all instruments of
conveyance or further assurance and do such other things as may reasonably be required for
more fully and certainly vesting in and confirming to such successor Trustee all the right, title
and interest of such predecessor Trustee in and to any property held by it under this Indenture
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and shall pay over, transfer, assign and deliver to the successor Trustee any money or other
property subject to the trusts and conditions herein set forth. Upon request of the successor
Trustee, the Successor Agency shall execute and deliver any and all instruments as may be
reasonably required for more fully and certainly vesting in and confirming to such successor
Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon
acceptance of appointment by a successor Trustee as provided in this subsection, the Successor
Agency shall mail a notice of the succession of such Trustee to the trusts hereunder to each
rating agency which then has a current rating on the Bonds and to the Owners at their
respective addresses shown on the Registration Books. If the Successor Agency fails to mail
such notice within fifteen (15) days after acceptance of appointment by the successor Trustee,
the successor Trustee shall cause such notice to be mailed at the expense of the Successor
Agency.
(e) Any Trustee appointed under the provisions of this Section 6.01 in succession to the
Trustee shall be a financial institution having a corporate trust office in the State, having (or in
the case of a corporation, national banking association or trust company included in a bank
holding company system, the related bank holding company shall have) a combined capital and
surplus of at least $75,000,000, and subject to supervision or examination by federal or state
authority. If such financial institution publishes a report of condition at least annually, pursuant
to law or to the requirements of any supervising or examining authority above referred to, then
for the purpose of this subsection the combined capital and surplus of such financial institution
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this subsection (e), the Trustee shall resign immediately in the manner
and with the effect specified in this Section 6.01.
Section 6.02. Merger or Consolidation. Any bank, national banking association,
corporation or trust company into which the Trustee may be merged or converted or with
which either of them may be consolidated or any bank, national banking association,
corporation or trust company resulting from any merger, conversion or consolidation to which
it shall be a party or any bank, national banking association, corporation or trust company to
which the Trustee may sell or transfer all or substantially all of its corporate trust business,
provided such bank, national banking association, corporation or trust company shall be
eligible under subsection (e) of Section 6.01, shall be the successor to such Trustee without the
execution or filing of any paper or any further act, anything herein to the contrary
notwithstanding.
Section 6.03. Liability of Trustee.
(a) The recitals of facts herein and in the Bonds contained shall be taken as statements of
the Successor Agency, and the Trustee shall not assume responsibility for the correctness of the
same, nor make any representations as to the validity or sufficiency of this Indenture or of the
security for the Bonds or the tax status of interest thereon nor shall incur any responsibility in
respect thereof, other than as expressly stated herein. The Trustee shall, however, be responsible
for its representations contained in its certificate of authentication on the Bonds. The Trustee
shall not be liable in connection with the performance of its duties hereunder, except for its own
negligence or intentional misconduct. The Trustee shall not be liable for the acts of any agents of
the Trustee selected by it with due care. The Trustee and its officers and employees may become
the Owner of any Bonds with the same rights it would have if they were not Trustee and, to the
extent permitted by law, may act as depository for and permit any of its officers or directors to
act as a member of, or in any other capacity with respect to, any committee formed to protect
the rights of the Owners, whether or not such committee shall represent the Owners of a
majority in principal amount of the Bonds then Outstanding.
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(b) The Trustee shall not be liable for any error of judgment made by a responsible
employee or officer, unless the Trustee shall have been negligent in ascertaining the pertinent
facts.
(c) The Trustee shall not be liable with respect to any action taken or omitted to be taken
by it in good faith in accordance with the direction of the Owners of not less than a majority in
aggregate principal amount of the Bonds at the time Outstanding relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Indenture.
(d) The Trustee shall not be liable for any action taken by it and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this Indenture,
except for actions arising from the negligence or intentional misconduct of the Trustee. The
permissive right of the Trustee to do things enumerated hereunder shall not be construed as a
mandatory duty.
(e) The Trustee shall not be deemed to have knowledge of any Event of Default
hereunder unless and until a Responsible Officer shall have actual knowledge thereof, or shall
have received written notice thereof from the Successor Agency at its Principal Corporate Trust
Office. In the absence of such actual knowledge or notice, the Trustee may conclusively assume
that no default has occurred and is continuing under this Indenture. Except as otherwise
expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions, covenants or agreements herein or
of any of the documents executed in connection with the Bonds, or as to the existence of an
Event of Default thereunder. The Trustee shall not be responsible for the validity or
effectiveness of any collateral given to or held by it. Without limiting the generality of the
foregoing, the Trustee may rely conclusively on the Successor Agency's certificates to establish
the Successor Agency's compliance with its financial covenants hereunder, including, without
limitation, its covenants regarding the deposit of Tax Revenues into the Special Fund and the
investment and application of moneys (other than its covenants to transfer such moneys to the
Trustee when due hereunder).
The Trustee shall have no liability or obligation to the Bond Owners with respect to the
payment of debt service by the Successor Agency or with respect to the observance or
performance by the Successor Agency to the other conditions, covenants and terms contained in
this Indenture, or with respect to the investment of any moneys in any fund or account
established, held or maintained by the Successor Agency pursuant to this Indenture or
otherwise.
No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers. The Trustee shall be entitled to interest on all
amounts advanced by it at the maximum rate permitted by law.
The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys or receivers and shall be entitled to
opinion and advice of counsel concerning all matters of trust and its duties hereunder. The
Trustee shall not be responsible for any action taken or not taken on the part of any agent,
attorney or receiver appointed with due care by it hereunder.
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The Trustee shall have no responsibility, opinion, or liability with respect to any
information, statements or recital in any offering memorandum or other disclosure material
prepared or distributed with respect to the issuance of these Bonds.
Before taking any action under Article VIII or this Article at the written request of a
majority of the Owners, the Trustee may require that a satisfactory indemnity bond be
furnished by the Owners for the reimbursement of all expenses to which it may be put and to
protect it against all liability, except liability which is adjudicated to have resulted from its
negligence or willful misconduct in connection with any action so taken.
Under no circumstances shall the Trustee be liable in its individual capacity for the
obligations evidenced by the Bonds. The Trustee shall not be accountable for the use or
application by the Successor Agency or any other party of any funds which the Trustee has
released in accordance with the terms of this Indenture. The immunities and exceptions from
liability of the Trustee shall extend to its officers, directors, employees, agents and attorneys.
Whether or not expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of the Trustee shall be subject to the provisions of this Article VI.
The Trustee shall not be considered in breach of or in default in its obligations hereunder
or progress in respect thereto in the event of delay in the performance of such obligations due to
unforeseeable causes beyond its control and without its fault or negligence, including, but not
limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the
other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes,
earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing
of labor, equipment, facilities, sources of energy, material or supplies in the open market,
litigation or arbitration involving a party or others relating to zoning or other governmental
action or inaction pertaining to the project, malicious mischief, condemnation, and unusually
severe weather or delays of suppliers or subcontractors due to such causes or any similar event
and/or occurrences beyond the control of the Trustee.
Section 6.04. Right to Rely on Documents and Opinions. The Trustee shall be protected
in acting upon any notice, resolution, request, consent, order, certificate, report, facsimile
transmission, electronic mail, opinion or other paper or document believed by it to be genuine
and to have been signed or prescribed by the proper party or parties, and shall not be required
to make any investigation into the facts or matters contained thereon. The Trustee may consult
with counsel, including, without limitation, counsel of or to the Successor Agency, with regard
to legal questions, and the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by the Trustee hereunder in accordance
therewith.
Whenever in the administration of the trusts imposed upon it by this Indenture the
Trustee shall deem it necessary or desirable that a matter be proved or established prior to
taking or suffering any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and established by
a Written Certificate of the Successor Agency, which shall be full warrant to the Trustee for any
action taken or suffered under the provisions of this Indenture in reliance upon such Written
Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such
matter or may require such additional evidence as to it may deem reasonable. The Trustee may
conclusively rely on any certificate or Report of any Independent Accountant or Independent
Redevelopment Consultant appointed by the Successor Agency.
The Trustee agrees to accept and act upon instructions or directions pursuant to this
Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured
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electronic methods, provided, however, that, the Trustee shall have received an incumbency
certificate listing persons designated to give such instructions or directions and containing
specimen signatures of such designated persons, which such incumbency certificate shall be
amended and replaced whenever a person is to be added or deleted from the listing. If the
Authority or Successor Agency elects to give the Trustee e-mail or facsimile instructions (or
instructions by a similar electronic method) and the Trustee acts upon such instructions, the
Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall not
be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's
reliance upon and compliance with such instructions notwithstanding such instructions conflict
or are inconsistent with a subsequent written instruction. The Authority and the Successor
Agency agrees to assume all risks arising out of the use of such electronic methods to submit
instructions and directions to the Trustee, including without limitation the risk of the Trustee
acting on unauthorized instructions, and the risk of interception and misuse by third parties.
Section 6.05. Preservation and Inspection of Documents. All documents received by the
Trustee under the provisions of this Indenture shall be retained in its possession as provided in
Section 6.08 hereof and shall be subject at all reasonable times upon reasonable notice to the
inspection of the Successor Agency and any Owner, and their agents and representatives duly
authorized in writing, during regular business hours and under reasonable conditions.
Section 6.06. Compensation and Indemnification. The Successor Agency shall pay to the
Trustee from time to time reasonable compensation for all services rendered under this
Indenture in accordance with the letter proposal from the Trustee approved by the Successor
Agency and also all reasonable expenses, charges, legal and consulting fees and other
disbursements and those of its attorneys (including the allocated costs and disbursement of in-
house counsel to the extent such services are not redundant with those provided by outside
counsel), agents and employees, incurred in and about the performance of its powers and duties
under this Indenture. The Trustee shall have a first lien on the Tax Revenues and all funds and
accounts held by the Trustee hereunder to secure the payment to the Trustee of all fees, costs
and expenses, including reasonable compensation to its experts, attorneys and counsel
(including the allocated costs and disbursement of in-house counsel to the extent such services
are not redundant with those provided by outside counsel).
The Successor Agency further covenants and agrees to indemnify, defend and save the
Trustee and its officers, directors, agents and employees, harmless from and against any loss,
expense and liabilities, including legal fees and expenses, which it may incur arising out of or in
connection with the exercise and performance of its powers and duties hereunder, including the
costs and expenses of defending against any claim of liability, but excluding any and all losses,
expenses and liabilities which are due to the negligence or intentional misconduct of the
Trustee, its officers, directors, agents or employees. The obligations of the Successor Agency and
the rights of the Trustee under this Section 6.06 shall survive resignation or removal of the
Trustee under this Indenture and payment of the Bonds and discharge of this Indenture.
Section 6.07. Deposit and Investment of Moneys in Funds. Subject to the provisions of
Article V hereof, all moneys held by the Trustee in the Debt Service Fund, Costs of Issuance
Fund or the Redemption Account, shall, at the written direction of the Successor Agency, be
invested only in Permitted Investments. If the Trustee receives no written directions from the
Successor Agency as to the investment of moneys held in any fund or account, the Trustee shall
request such written direction from the Successor Agency and, pending receipt of instructions,
shall invest such moneys solely in Permitted Investments described in subsection (d) of the
definition thereof; provided, however, that any such investment shall be made by the Trustee
only if, prior to the date on which such investment is to be made, the Trustee shall have
received a written direction from the Successor Agency specifying a specific money market
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fund and, if no such written direction is so received, the Trustee shall hold such moneys
uninvested.
(a) Moneys in the Redevelopment Obligation Retirement Fund shall be invested by the
Successor Agency only in obligations permitted by the Law which will by their terms mature
not later than the date the Successor Agency estimates the moneys represented by the particular
investment will be needed for withdrawal from the Redevelopment Obligation Retirement
Fund.
(b) Moneys in the Interest Account, the Principal Account, the Sinking Account and the
Redemption Account of the Debt Service Fund shall be invested only in obligations which will
by their terms mature on such dates as to ensure that before each interest and principal
payment date, there will be in such account, from matured obligations and other moneys
already in such account, cash equal to the interest and principal payable on such payment date.
(c) Moneys in the Reserve Account shall be invested in (i) obligations which will by their
terms mature on or before the date of the final maturity of the Bonds or five (5) years from the
date of investment, whichever is earlier or (ii) an investment agreement which permits
withdrawals or deposits without penalty at such time as such moneys will be needed or in
order to replenish the Reserve Account.
Obligations purchased as an investment of moneys in any of the funds or accounts shall
be deemed at all times to be a part of such respective Fund or Account and the interest accruing
thereon and any gain realized from an investment shall be credited to such Fund or Account
and any loss resulting from any authorized investment shall be charged to such Fund or
Account without liability to the Trustee. The Successor Agency or the Trustee, as the case may
be, shall sell or present for redemption any obligation purchased whenever it shall be necessary
to do so in order to provide moneys to meet any payment or transfer from such Fund or
Account as required by this Indenture and shall incur no liability for any loss realized upon
such a sale. All interest earnings received on any monies invested in the Interest Account, the
Principal Account, the Sinking Account, the Redemption Account or the Reserve Account, to
the extent they exceed the amount required to be in such Account, shall be transferred on each
Interest Payment Date to the Debt Service Fund. The Trustee may purchase or sell to itself or
any affiliate, as principal or agent, investments authorized by this Section 6.07. The Trustee shall
not be responsible or liable for any loss suffered in connection with any investment of funds
made by it in accordance with Section 6.07 hereof. The Successor Agency acknowledges that to
the extent regulations of the Comptroller of the Currency or other applicable regulatory entity
grant the Successor Agency the right to receive brokerage confirmations of security transactions
as they occur, the Successor Agency specifically waives receipt of such confirmations to the
extent permitted by law. The Trustee will furnish the Successor Agency, at least monthly, cash
transaction statements which shall include detail for all investment transactions made by the
Trustee hereunder.
The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection
with any investments made by the Trustee hereunder.
The value of Permitted Investments shall be determined as follows: (i) as to investments
the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or,
if not there, then in The New York Times): the average of the bid and asked prices for such
investments so published on or most recently prior to such time of determination; (ii) as to
investments the bid and asked prices of which are not published on a regular basis in The Wall
Street Journal or The New York Times: the average bid price at such time of determination for such
investments by any two nationally recognized government securities dealers (selected by the
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Successor Agency in its absolute discretion) at the time making a market in such investments or
the bid price published by a nationally recognized pricing service; (iii) as to certificates of
deposit and bankers acceptances: the face amount thereof, plus accrued interest; and (iv) as to
any investment not specified above: the value thereof established by prior agreement between
the Successor Agency and the Trustee. If more than one provision of this definition of "value"
shall apply at any time to any particular investment, the value thereof at such time shall be
determined in accordance with the provision establishing the lowest value for such investment;
provided, notwithstanding the foregoing, in making any valuations hereunder, the Trustee may
utilize and conclusively rely upon such pricing services as may be regularly available to it,
including, without limitation, those within its regular accounting system.
Section 6.08. Accounting Records and Financial Statements. The Trustee shall at all times
keep, or cause to be kept, proper books of record and account, prepared in accordance with
corporate trust industry standards, in which complete and accurate entries shall be made of all
transactions relating to the proceeds of the Bonds made by it and all funds and accounts held by
the Trustee established pursuant to this Indenture. Such books of record and account shall be
available for inspection by the Successor Agency upon reasonable prior notice, at reasonable
hours and under reasonable circumstances. The Trustee shall furnish to the Successor Agency,
at least monthly, an accounting of all transactions in the form of its customary statements
relating to the proceeds of the Bonds and all funds and accounts held by the Trustee pursuant to
this Indenture and which include detail for all investment transactions effected by the Trustee
or brokers selected by the Successor Agency. Upon the Successor Agency's election, such
statements will be delivered via the Trustee's online service and upon electing such service,
paper statements will be provided only upon request. The Successor Agency waives the right to
receive brokerage confirmations of security transactions effected by the Trustee as they occur, to
the extent permitted by law. The Successor Agency further understands that trade
confirmations for securities transactions effected by the Trustee will be available upon request
and at no additional cost and other trade confirmations may be obtained from the applicable
broker. The Trustee shall maintain and store such records for a period of one year after the
stated maturity of the Bonds.
Section 6.09. Appointment of Co -Trustee or Agent. It is the purpose of this Indenture
that there shall be no violation of any law of any jurisdiction (including particularly the law of
the State) denying or restricting the right of banking corporations or associations to transact
business as Trustee in such jurisdiction. It is recognized that in the case of litigation under this
Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or
in the case the Trustee deems that by reason of any present or future law of any jurisdiction it
may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold
title to the properties, in trust, as herein granted, or take any other action which may be
desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an
additional individual or institution as a separate trustee or co -trustee. The following provisions
of this Section 6.09 are adopted to these ends.
In the event that the Trustee appoints an additional individual or institution as a
separate or co -trustee, each and every remedy, power, right, claim, demand, cause of action,
immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised
by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest
in such separate or co -trustee but only to the extent necessary to enable such separate or co -
trustee to exercise such powers, rights and remedies, and every covenant and obligation
necessary to the exercise thereof by such separate or co -trustee shall run to and be enforceable
by either of them; provided, however, in no event shall the Trustee be responsible or liable for the
acts or omissions of any co -trustee.
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Should any instrument in writing from the Successor Agency be required by the
separate trustee or co -trustee so appointed by the Trustee for more fully and certainly vesting in
and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all
such instruments in writing shall, on request, be executed, acknowledged and delivered by the
Successor Agency. In case any separate trustee or co -trustee, or a successor to either, shall
become incapable of acting, resign or be removed, all the estates, properties, rights, powers,
trusts, duties and obligations of such separate trustee or co -trustee, so far as permitted by law,
shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor
to such separate trustee or co -trustee.
Section 6.10. Other Transactions with Successor Agency. The Trustee, either as principal
or agent, may engage in or be interested in any financial or other transaction with the Successor
Agency.
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ARTICLE VII
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 7.01. Amendment. This Indenture and the rights and obligations of the Successor
Agency and of the Owners may be modified or amended at any time by a Supplemental
Indenture which shall become binding upon adoption, without the consent of any Owners, to
the extent permitted by law and only for any one or more of the following purposes:
(a) to add to the covenants and agreements of the Successor Agency in this Indenture
contained, other covenants and agreements thereafter to be observed, or to limit or surrender
any rights or powers herein reserved to or conferred upon the Successor Agency; or
(b) to make such provisions for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained in this Indenture, or in any other
respect whatsoever as the Successor Agency may deem necessary or desirable, provided under
any circumstances that such modifications or amendments shall not, in the reasonable
determination of the Successor Agency, materially adversely affect the interests of the Owners;
or
(c) to provide for the issuance of Parity Debt in accordance with Section 3.04; or
(d) to amend any provision hereof relating to the requirements of or compliance with the
Code, to any extent whatsoever but only if and to the extent such amendment will not adversely
affect the exemption from federal income taxation of interest on any of the Bonds, in the opinion
of nationally recognized bond counsel.
Except as set forth in the preceding paragraph, this Indenture and the rights and
obligations of the Successor Agency and of the Owners may be modified or amended at any
time by a Supplemental Indenture which shall become binding when the written consent of the
Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed
with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce
the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency
to pay the principal, interest or redemption premiums (if any) at the time and place and at the
rate and in the currency provided therein of any Bond without the express written consent of
the Owner of such Bond, or (b) reduce the percentage of Bonds required for the written consent
to any such amendment or modification. In no event shall any Supplemental Indenture modify
any of the rights or obligations of the Trustee without its prior written consent. In addition, the
Trustee shall be entitled to an opinion of counsel concerning the Supplemental Indenture's lack
of any material adverse effect on the Owners and that all conditions precedent for any
supplement or amendment have been satisfied.
Section 7.02. Effect of Supplemental Indenture. From and after the time any
Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be
deemed to be modified and amended in accordance therewith, the respective rights, duties and
obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such modification
and amendment, and all the terms and conditions of any Supplemental Indenture shall be
deemed to be part of the terms and conditions of this Indenture for any and all purposes.
Section 7.03. Endorsement or Replacement of Bonds After Amendment. After the
effective date of any amendment or modification hereof pursuant to this Article VII, the
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Successor Agency may determine that any or all of the Bonds shall bear a notation, by
endorsement in form approved by the Successor Agency, as to such amendment or
modification and in that case upon demand of the Successor Agency, the Owners of such Bonds
shall present such Bonds for that purpose at the Principal Corporate Trust Office, and
thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such
notation, the Successor Agency may determine that new Bonds shall be prepared at the expense
of the Successor Agency and executed in exchange for any or all of the Bonds, and in that case,
upon demand of the Successor Agency, the Owners of the Bonds shall present such Bonds for
exchange at the Principal Corporate Trust Office, without cost to such Owners.
Section 7.04. Amendment by Mutual Consent. The provisions of this Article VII shall not
prevent any Owner from accepting any amendment as to the particular Bond held by such
Owner, provided that due notation thereof is made on such Bond.
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ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01. Events of Default. The following events shall constitute Events of Default
hereunder:
(a) if default shall be made by the Successor Agency in the due and punctual payment of
the principal or sinking fund payment of or interest or redemption premium (if any) on any
Bond when and as the same shall become due and payable, whether at maturity as therein
expressed, by declaration or otherwise;
(b) if default shall be made by the Successor Agency in the observance of any of the
covenants, agreements or conditions on its part in this Indenture or in the Bonds contained,
other than a default described in the preceding clause (a), and such default shall have continued
for a period of sixty (60) days following receipt by the Successor Agency of written notice from
the Trustee or any Owner of the occurrence of such default provided that if in the reasonable
opinion of the Successor Agency the failure stated in the notice can be corrected, but not within
such 60 day period, such failure will not constitute an event of default if corrective action is
instituted by the Successor Agency within such 60 day period and the Successor Agency
thereafter diligently and in good faith cures such failure within 120 days; or
(c) if the Successor Agency files a petition seeking reorganization or arrangement under
the federal bankruptcy laws or any other applicable law of the United States of America, or if a
court of competent jurisdiction will approve a petition seeking reorganization under the federal
bankruptcy laws or any other applicable law of the United States of America, or, if under the
provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction
will approve a petition, seeking reorganization under the federal bankruptcy laws or any other
applicable law of the United States of America, or, if under the provisions of any other law for
the relief or aid of debtors, any court of competent jurisdiction will assume custody or control of
the Successor Agency or of the whole or any substantial part of its property.
Section 8.02. Remedies of Bondowners. Any Bondowner shall have the right, for the
equal benefit and protection of all Bondowners similarly situated:
(a) by mandamus, suit, action or proceeding, to compel the Successor Agency and its
Board members, officers, agents or employees to perform each and every term, provision and
covenant contained in this Resolution and in the Bonds, and to require the carrying out of any
or all such covenants and agreements of the Successor Agency and the fulfillment of all duties
imposed upon it;
(b) by suit, action or proceeding in equity, to enjoin any acts or things which are
unlawful, or the violation of any of the Bondowners' rights; or
(c) upon the happening of any Event of Default, by suit, action or proceeding in any
court of competent jurisdiction, to require the Successor Agency and its Board members and
employees to account as if it and they were the trustees of an express trust.
Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Bondowner any plan of reorganization, arrangement,
adjustment, or composition affecting the Bonds or the rights of any Bondowner thereof, or to
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authorize the Trustee to vote in respect of the claim of any Bondowner in any such proceeding
without the approval of the Bondowners so affected.
Section 8.03. Application of Funds . All of the Tax Revenues and all sums in the funds
and accounts established and held by the Trustee hereunder upon the date of the declaration of,
and during the continuation of, an Event of Default, and all sums thereafter received by the
Trustee hereunder, shall be applied by the Trustee in the following order:
First, to the payment of the fees, costs and expenses of the Trustee in declaring
such Event of Default and in exercising the rights and remedies set forth in this Article
VIII, including reasonable compensation to its agents, attorneys (including the allocated
costs and disbursements of its in-house counsel to the extent such services are not
redundant with those provided by outside counsel) and counsel and any outstanding
fees, expenses of the Trustee; and
Second, to the payment of the whole amount then owing and unpaid upon the
Bonds for principal and interest, with interest on the overdue principal and installments
of interest at the net effective rate then borne by the Outstanding Bonds (to the extent
that such interest on overdue installments of principal and interest shall have been
collected), and in case such moneys shall be insufficient to pay in full the whole amount
so owing and unpaid upon the Bonds, then to the payment of such principal and interest
without preference or priority of principal over interest, or interest over principal, or of
any installment of interest over any other installment of interest, ratably to the aggregate
of such principal and interest.
Section 8.04. Limitation on Owner's Right to Sue. No Owner of any Bond issued
hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for
any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to
the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority
in aggregate principal amount of all the Bonds then Outstanding shall have made Written
Request upon the Trustee to exercise the powers hereinbefore granted or to institute such
action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee
indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to
comply with such request for a period of sixty (60) days after such Written Request shall have
been received by, and said tender of indemnity shall have been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy
hereunder; it being understood and intended that no one or more Owners shall have any right
in any manner whatever by his or their action to enforce any right under this Indenture, except
in the manner herein provided, and that all proceedings at law or in equity to enforce any
provision of this Indenture shall be instituted, had and maintained in the manner herein
provided and for the equal benefit of all Owners of the Outstanding Bonds.
The right of any Owner of any Bond to receive payment of the principal of (and
premium, if any) and interest on such Bond as herein provided, shall not be impaired or
affected without the written consent of such Owner, notwithstanding the foregoing provisions
of this Section 8.04 or any other provision of this Indenture.
Section 8.05. Non -Waiver. Nothing in this Article VIII or in any other provision of this
Indenture or in the Bonds, shall affect or impair the obligation of the Successor Agency, which is
absolute and unconditional, to pay from the Tax Revenues and other amounts pledged
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hereunder, the principal of and interest and redemption premium (if any) on the Bonds to the
respective Owners on the respective Interest Payment Dates, as herein provided, or affect or
impair the right of action, which is also absolute and unconditional, of the Owners or the
Trustee to institute suit to enforce such payment by virtue of the contract embodied in the
Bonds.
A waiver of any default by any Owner or the Trustee shall not affect any subsequent
default or impair any rights or remedies on the subsequent default. No delay or omission of any
Owner to exercise any right or power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver of any such default or an acquiescence therein, and
every power and remedy conferred upon the Owners and the Trustee by the Law or by this
Article VIII may be enforced and exercised from time to time and as often as shall be deemed
expedient by the Owners and the Trustee.
If a suit, action or proceeding to enforce any right or exercise any remedy shall be
abandoned or determined adversely to the Owners or the Trustee, the Successor Agency, the
Trustee and the Owners shall be restored to their former positions, rights and remedies as if
such suit, action or proceeding had not been brought or taken.
Section 8.06. Actions by Trustee as Attorney -in -Fact. Any suit, action or proceeding
which any Owner shall have the right to bring to enforce any right or remedy hereunder may be
brought by the Trustee for the equal benefit and protection of all Owners similarly situated and
the Trustee is hereby appointed (and the successive respective Owners by taking and holding
the Bonds or Parity Debt shall be conclusively deemed so to have appointed it) the true and
lawful attorney-in-fact of the respective Owners for the purpose of bringing any such suit,
action or proceeding and to do and perform any and all acts and things for and on behalf of the
respective Owners as a class or classes, as may be necessary or advisable in the opinion of the
Trustee as such attorney-in-fact; provided, however, the Trustee shall have no duty or obligation
to exercise any such right or remedy unless it has been indemnified to its satisfaction from any
loss, liability or expense (including fees and expenses of its outside counsel and the allocated
costs and disbursements of its in-house counsel).
Section 8.07. Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Owners is intended to be exclusive of any other remedy. Every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting
and without regard to any other remedy conferred by the Law or any other law.
Section 8.08. Parties Interested Herein. Nothing in this Indenture expressed or implied is
intended or shall be construed to confer upon, or to give to, any person or entity, other than the
Successor Agency, the Trustee, their officers, employees and agents, and the Owners any right,
remedy or claim under or by reason of this Indenture, or any covenant, condition or stipulation
of this Indenture, and all covenants, stipulations, promises and agreements in this Indenture
shall be for the sole and exclusive benefit of the Successor Agency, the Trustee, their officers,
employees and agents, and the Owners.
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ARTICLE IX
PROVISIONS RELATING TO THE MUNICIPAL BOND
INSURER AND THE MUNICIPAL BOND INSURANCE POLICY
[TO COME}
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ARTICLE X
MISCELLANEOUS
Section 10.01. Benefits Limited to Parties. Nothing in this Indenture, expressed or
implied, is intended to give to any person other than the Successor Agency, the Trustee and the
Owners, any right, remedy or claim under or by reason of this Indenture. Any covenants,
stipulations, promises or agreements in this Indenture contained by and on behalf of the
Successor Agency shall be for the sole and exclusive benefit of the Trustee and the Owners.
Section 10.02. Successor is Deemed Included in All References to Predecessor. Whenever
in this Indenture or any Supplemental Indenture either the Successor Agency or the Trustee is
named or referred to, such reference shall be deemed to include the successors or assigns
thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the
Successor Agency or the Trustee shall bind and inure to the benefit of the respective successors
and assigns thereof whether so expressed or not.
Section 10.03. Discharge of Indenture. If the Successor Agency shall pay and discharge
the entire indebtedness on all Bonds or any portion thereof in any one or more of the following
ways:
(a) by well and truly paying or causing to be paid the principal of and interest and
premium (if any) on all or the applicable portion of Outstanding Bonds, as and when the same
become due and payable;
(b) by irrevocably depositing with the Trustee or an escrow agent, in trust or in escrow,
as applicable, at or before maturity, money which, together with the available amounts then on
deposit in the funds and accounts established pursuant to this Indenture, is fully sufficient to
pay all or the applicable portion of Outstanding Bonds, including all principal, interest and
redemption premiums, or;
(c) by irrevocably depositing with the Trustee or another fiduciary, in trust, Defeasance
Obligations in such amount as an Independent Accountant shall determine will, together with
the interest to accrue thereon and available moneys then on deposit in the funds and accounts
established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness
on all Bonds or the applicable portion of (including all principal, interest and redemption
premiums) at or before maturity;
and, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption
shall have been given pursuant to Section 2.03(c) or provision satisfactory to the Trustee shall
have been made for the giving of such notice, then, at the election of the Successor Agency, and
notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the
Tax Revenues and other funds provided for in this Indenture and all other obligations of the
Trustee and the Successor Agency under this Indenture shall cease and terminate with respect
to all Outstanding Bonds or, if applicable, with respect to that portion of the Bonds which has
been paid and discharged, except only (a) the covenants of the Successor Agency hereunder
with respect to the Code, (b) the obligation of the Trustee to transfer and exchange Bonds
hereunder, (c) the obligations of the Successor Agency under Section 6.06 hereof, and (d) the
obligation of the Successor Agency to pay or cause to be paid to the Owners, from the amounts
so deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses
and costs of the Trustee. In the event the Successor Agency shall, pursuant to the foregoing
provision, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall
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be authorized to take such actions and execute and deliver to the Successor Agency all such
instruments as may be necessary or desirable to evidence such discharge, including, without
limitation, selection by lot of Bonds of any maturity of the Bonds that the Successor Agency has
determined to pay and discharge in part.
In the case of a defeasance or payment of all of the Bonds Outstanding, any funds
thereafter held by the Trustee which are not required for said purpose or for payment of
amounts due to the Trustee pursuant to Section 6.06 shall be paid over to the Successor Agency.
Section 10.04. Execution of Documents and Proof of Ownership by Owners. Any
request, declaration or other instrument which this Indenture may require or permit to be
executed by any Owner may be in one or more instruments of similar tenor, and shall be
executed by such Owner in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports
to act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
The ownership of Bonds and the amount, maturity, number and date of ownership
thereof shall be proven by the Registration Books.
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
Successor Agency or the Trustee and in accordance therewith, provided, however, that the Trustee
shall not be deemed to have knowledge that any Bond is owned by or for the account of the
Successor Agency unless the Successor Agency is the registered Owner or the Trustee has
received written notice that any other registered Owner is such an affiliate.
Section 10.05. Disqualified Bonds. In determining whether the Owners of the requisite
aggregate principal amount of Bonds have concurred in any demand, request, direction,
consent or waiver under this Indenture, Bonds which are owned or held by or for the account of
the Successor Agency or the City (but excluding Bonds held in any employees' retirement fund)
shall be disregarded and deemed not to be Outstanding for the purpose of any such
determination. Upon request of the Trustee, the Successor Agency shall specify to the Trustee
those Bonds disqualified pursuant to this Section 10.05.
Section 10.06. Waiver of Personal Liability. No member, officer, agent or employee of the
Successor Agency shall be individually or personally liable for the payment of the principal of
or interest or any premium on the Bonds; but nothing herein contained shall relieve any such
member, officer, agent or employee from the performance of any official duty provided by law.
Section 10.07. Destruction of Canceled Bonds. Whenever in this Indenture provision is
made for the surrender to the Trustee of any Bonds which have been paid or canceled pursuant
to the provisions of this Indenture, the Trustee shall destroy such bonds and upon request of the
Successor Agency provide the Successor Agency a certificate of destruction.
Section 10.08. Notices. Any notice, request, complaint, demand, communication or other
paper shall be sufficiently given and shall be deemed given when delivered or mailed by first
-45-
class, registered or certified mail, postage prepaid, or sent by overnight mail, courier, fax or
other electronic transmission, addressed as follows:
If to the Successor Agency: Successor Agency to the Tustin Community
Redevelopment Agency
c/o City of Tustin
300 Centennial Way
Tustin, CA 92780
Attention: City Administrator
Phone: (_) -
If to the Trustee: The Bank of New York Mellon Trust Company, N.A.
One California Street, Suite 1000
San Francisco, CA 94111
Attention: Global Corporate Trust Services
Phone: (415) 677 -
If to the Municipal Bond Insurer:
Attention:
Phone: () --
The Successor Agency and the Trustee, by notice given hereunder, may designate
different addresses to which subsequent notices, certificates or other communications will be
sent.
Section 10.09. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
this Indenture shall for any reason be held illegal, invalid or unenforceable, such holding shall
not affect the validity of the remaining portions of this Indenture. The Successor Agency hereby
declares that it would have adopted this Indenture and each and every other Section,
paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant
thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or
phrases of this Indenture may be held illegal, invalid or unenforceable. If, by reason of the
judgment of any court, the Trustee is rendered unable to perform its duties hereunder, all such
duties and all of the rights and powers of the Trustee hereunder shall, pending appointment of
a successor Trustee in accordance with the provisions of Section 6.01 hereof, be assumed by and
vest in the Treasurer of the Successor Agency in trust for the benefit of the Owners. The
Successor Agency covenants for the direct benefit of the Owners that its Treasurer in such case
shall be vested with all of the rights and powers of the Trustee hereunder, and shall assume all
of the responsibilities and perform all of the duties of the Trustee hereunder, in trust for the
benefit of the Bonds, pending appointment of a successor Trustee in accordance with the
provisions of Section 6.01 hereof.
Section 10.10. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any money held by the Trustee for the payment and discharge of the interest
or premium (if any) on or principal of the Bonds which remains unclaimed for two (2) years
after the date when the payments of such interest, premium and principal have become
payable, if such money was held by the Trustee at such date, or for two (2) years after the date
of deposit of such money if deposited with the Trustee after the date when the interest and
premium (if any) on and principal of such Bonds have become payable, shall be repaid by the
Trustee to the Successor Agency as its absolute property free from trust, and the Trustee shall
thereupon be released and discharged with respect thereto and the Bond Owners shall look
only to the Successor Agency for the payment of the principal of and interest and redemption
premium (if any) on of such Bonds.
-46-
Section 10.11. Execution in Counterparts. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 10.12. Governing Law. This Indenture shall be construed and governed in
accordance with the laws of the State.
-47-
IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY
REDEVELOPMENT AGENCY, has caused this Indenture to be signed in its name by its
Executive Director and attested by its Secretary, and THE SANK OF NEW YORK MELLON
TRUST COMPANY, N.A. in token of its acceptance of the trusts created hereunder, has caused
this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as
of the day and year first above written.
Attest:
Joann McClendon
Secretary
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SUCCESSOR AGENCY TO THE TUSTIN
COMMUNITY REDEVELOPMENT
AGENCY
an
Jeffrey C. Parker
Executive Director
THE SANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
an
Michelle Knutson
Account Manager
Quint & Thimmig LLP
EXHIBIT A
FORM OF BONDS
United States of America
State of California
County of Orange
SUCCESSOR AGENCY TO THE
TUSTIN COMMUNITY REDEVELOPMENT AGENCY
Tax Allocation Refunding Bond, Series 2016
INTEREST RATE MATURITY DATE DATED DATE CUSIP
% September 1, September 14, 2016
REGISTERED OWNER: CEDE & CO.
05/05/16
05/16/16
PRINCIPAL AMOUNT: DOLLARS
The SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT
AGENCY, a public body duly organized and existing under and by virtue of the laws of the
State of California (the "Successor Agency'), for value received hereby promises to pay to the
Registered Owner stated above, or registered assigns (the "Registered Owner"), on the Maturity
Date stated above (subject to any right of prior redemption hereinafter provided for), the
Principal Sum stated above, in lawful money of the United States of America, and to pay
interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined)
next preceding the date of authentication of this Bond, unless (i) this Bond is authenticated on
or before an Interest Payment Date and after the close of business on the fifteenth (15th) day of
the month immediately preceding an Interest Payment Date (the "Record Date"), in which
event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on
or before February 15, 2017, in which event it shall bear interest from the Dated Date above;
provided however, that if at the time of authentication of this Bond, interest is in default on this
Bond, this Bond shall bear interest from the interest payment date to which interest has
previously been paid or made available for payment on this Bond, until payment of such
Principal Sum in full, at the Interest Rate per annum stated above, payable semiannually on
each March 1 and September 1, commencing March 1, 2017 (each an "Interest Payment Date"),
calculated on the basis of 360 -day year comprised of twelve 30 -day months.
Principal hereof and premium, if any, upon early redemption hereof are payable upon
surrender of this Bond at the Principal Corporate Trust Office (as such term is defined in the
Indenture) of The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), or
at such other place as designated by the Trustee. Interest hereon (including the final interest
payment upon maturity or earlier redemption) is payable by check of the Trustee mailed by first
class mail, postage prepaid, on the Interest Payment Date to the Registered Owner hereof at the
Registered Owner's address as it appears on the registration books maintained by the Trustee as
of the Record Date for which such Interest Payment Date occurs; provided however, that
payment of interest may be by wire transfer to an account in the United States of America to
Exhibit A 20033.01
Page 1
any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more upon
written instructions of any such registered owner filed with the Trustee for that purpose on or
before the Record Date preceding the applicable Interest Payment Date.
This Bond is one of a duly authorized issue of bonds of the Successor Agency designated
as "Successor Agency to the Tustin Community Redevelopment Agency Tax Allocation
Refunding Bonds, Series 2016" (the "Bonds"), of an aggregate principal amount of
dollars ($ ), all of like tenor and date (except for such variation, if any, as
may be required to designate varying series, numbers, maturities, interest rates, or redemption
and other provisions) and all issued pursuant to the provisions of section 34177.5 of the
California Health and Safety Code and section 53580 et seq. of the California Government Code
and pursuant to a resolution of the Successor Agency adopted on June 7, 2016, a resolution of
the Oversight Board of the Successor Agency to the Tustin Community Redevelopment Agency,
adopted on June 14, 2016, and an Indenture of Trust, dated as of September 1, 2016, entered into
by and between the Successor Agency and the Trustee (the "Indenture"), authorizing the
issuance of the Bonds. Additional bonds or other obligations may be issued on a parity with the
Bonds, but only subject to the terms of the Indenture. Reference is hereby made to the Indenture
(copies of which are on file at the office of the Successor Agency) and all indentures
supplemental thereto and to the provisions of the Community Redevelopment Law of the State
of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the
"Redevelopment Law") for a description of the terms on which the Bonds are issued, the
provisions with regard to the nature and extent of the Tax Revenues (as that term is defined in
the Indenture), and the rights thereunder of the registered owners of the Bonds and the rights,
duties and immunities of the Trustee and the rights and obligations of the Successor Agency
thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by
acceptance hereof, assents and agrees.
The Bonds are being issued for the purpose of (a) providing funds to the Successor
Agency to refund certain outstanding obligations incurred by the former Tustin Community
Redevelopment Agency (the "Former Agency"), as identified in the Indenture, (b) purchasing a
reserve fund municipal bond insurance policy in lieu of cash funding a reserve fund for the
Bonds, and (c) paying the costs of issuing the Bonds.
The Bonds are special obligations of the Successor Agency and this Bond and the interest
hereon and on all other Bonds and the interest thereon (to the extent set forth in the Indenture),
are payable from, and are secured by a pledge of, security interest in and lien on the Tax
Revenues being the moneys deposited from time to time in the Redevelopment Property Tax
Trust Fund established pursuant to subdivision (c) of section 34172 the California Health and
Safety Code, as provided in paragraph (2) of subdivision (a) of section 34183 of the California
Health and Safety Code. If, and to the extent, that the provisions of section 34172 or paragraph
(2) of subdivision (a) of section 34183 the California Health and Safety Code are invalidated by a
final judicial decision, then Tax Revenues shall include all tax revenues allocated to the
payment of indebtedness pursuant to section 33670 of the California Health and Safety Code or
such other section as may be in effect at the time providing for the allocation of tax increment
revenues in accordance with Article XVI, Section 16 of the California Constitution.
There has been created and will be maintained by the Successor Agency, the
Redevelopment Obligation Retirement Fund (as defined in the Indenture) into which Tax
Revenues shall be deposited and from which the Successor Agency shall transfer amounts to
the Trustee for payment of the principal or sinking fund installments of and the interest on the
Bonds when due. As and to the extent set forth in the Indenture, all such Tax Revenues are
exclusively and irrevocably to and constitute a trust fund, in accordance with the terms hereof
and the provisions of the Indenture and the Redevelopment Law, for the security and payment
or redemption of, and for the security and payment of interest on, the Bonds. In addition, the
Exhibit A
Page 2
Bonds shall be additionally secured at all times by a first and exclusive pledge of, security
interest in and lien upon all of the moneys in the Redevelopment Obligation Retirement Fund,
the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account and the
Redemption Account (as such terms are defined in the Indenture). Except for the Tax Revenues
and such moneys, no funds or properties of the Successor Agency shall be to, or otherwise liable
for, the payment of principal of or interest or redemption premium, if any, on the Bonds.
The Bonds maturing on or before September 1, , are not subject to optional
redemption prior to maturity. The Bonds maturing on or after September 1, , are subject to
redemption, at the option of the Successor Agency on any date on or after September 1, , as
a whole or in part, by such maturities as shall be determined by the Successor Agency (and, in
lieu of such determination, pro rata among maturities), and by lot within a maturity, from any
available source of funds, at a redemption price equal to the principal amount thereof, together
with accrued interest to the date fixed for redemption, without premium.
The Bonds maturing on September 1, , are also subject to mandatory redemption
from sinking fund payments made by the Successor Agency, in part by lot, on September 1,
and on each September 1 to and including September 1, , at a redemption price equal
to the principal amount thereof to be redeemed together with accrued interest thereon to the
redemption date, without premium, as set forth in the following table:
Redemption Date
(September 1)
t Maturity.
Principal
Amount
As provided in the Indenture, notice of redemption shall be given by first class mail no
less than twenty (20) nor more than sixty (60) days prior to the redemption date to the
respective registered owners of any Bonds designated for redemption at their addresses
appearing on the Bond registration books maintained by the Trustee, but neither failure to
receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the
proceedings for redemption. Notices of optional redemption may be conditioned upon receipt
by the Trustee of sufficient moneys to redeem the Bonds on the anticipated redemption date,
and if the Trustee does not receive sufficient funds by the scheduled redemption date the
redemption shall not occur and the Bonds for which notice of redemption was given shall
remain outstanding for all purposes of the Indenture.
If this Bond is called for redemption and payment is duly provided therefor as specified
in the Indenture, interest shall cease to accrue hereon from and after the date fixed for
redemption.
If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds
may be declared due and payable upon the conditions, in the manner and with the effect
provided in the Indenture, but such declaration and its consequences may be rescinded and
annulled as further provided in the Indenture.
The Bonds are issuable as fully registered Bonds without coupons in denominations of
$5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon
payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like
Exhibit A
Page 3
aggregate principal amount of Bonds of other authorized denominations and of the same
maturity.
This Bond is transferable by the Registered Owner hereof, in person or by his attorney
duly authorized in writing, at the Principal Corporate Trust Office of the Trustee, but only in
the manner and subject to the limitations provided in the Indenture, and upon surrender and
cancellation of this Bond. Upon registration of such transfer a new fully registered Bond or
Bonds, of any authorized denomination or denominations, for the same aggregate principal
amount and of the same maturity will be issued to the transferee in exchange herefor. The
Trustee may refuse to transfer or exchange (a) any Bonds during the fifteen (15) days prior to
the date established for the selection of Bonds for redemption, or (b) any Bonds selected for
redemption.
The Successor Agency and the Trustee may treat the Registered Owner hereof as the
absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be
affected by any notice to the contrary.
The rights and obligations of the Successor Agency and the registered owners of the
Bonds may be modified or amended at any time in the manner, to the extent and upon the
terms provided in the Indenture, but no such modification or amendment shall (a) extend the
maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of
the Successor Agency to pay the principal, interest or redemption premiums (if any) at the time
and place and at the rate and in the currency provided herein of any Bond without the express
written consent of the registered owner of such Bond, (b) reduce the percentage of Bonds
required for the written consent to any such amendment or modification or (c) without its
written consent thereto, modify any of the rights or obligations of the Trustee.
This Bond is not a debt of the City of Tustin, the State of California, or any of its political
subdivisions, and neither said City, said State, nor any of its political subdivisions is liable
hereon, nor in any event shall this Bond be payable out of any funds or properties other than
those of the Successor Agency. The Bonds do not constitute an indebtedness within the
meaning of any constitutional or statutory debt limitation or restriction.
It is hereby certified that all of the things, conditions and acts required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist,
have happened or have been performed in due and regular time and manner as required by the
Redevelopment Law and the laws of the State of California, and that the amount of this Bond,
together with all other indebtedness of the Successor Agency, does not exceed any limit
prescribed by the Redevelopment Law or any laws of the State of California, and is not in excess
of the amount of Bonds permitted to be issued under the Indenture.
Unless this certificate is presented by an authorized representative of The Depository
Trust Company; a New York corporation ("DTC"), to the Successor Agency or the Trustee for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
This Bond shall not be entitled to any benefit under the Indenture or become valid or
obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have
been manually signed by the Trustee.
Exhibit A
Page 4
IN WITNESS WHEREOF, the Successor Agency to the Former Redevelopment Agency
of the City of Tustin has caused this Bond to be executed in its name and on its behalf with the
facsimile signature of its Chair and attested by the facsimile signature of its Secretary, all as of
Dated Date stated above.
ATTEST:
SUCCESSOR AGENCY TO THE TUSTIN
COMMUNITY REDEVELOPMENT
AGENCY
Chair
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within -mentioned Indenture.
Authentication Date:
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
Exhibit A
Page 5
Authorized Signatory
ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es) hereby irrevocably constitute and appoint
attorney, to transfer the same on the registration books of the Trustee, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an
eligible guarantor institution (banks, stock brokers,
savings and loan associations and credit unions with
membership in an approved signature guarantee
medallion program) pursuant to Securities and
Exchange Commission Rule 17 Ad -15.
NOTICE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of
the within Bond in every particular, without alteration
or enlargement or any change whatsoever.
Exhibit A
Page 6
EXHIBIT B
RECOGNIZED OBLIGATION DEBT SERVICE PAYMENT SCHEDULE
Interest
Payment
Date Principal
511111
9/1/17
3/1/18
9/1/18
3/1/19
9/1/19
3/1/20
9/1/20
3/1/21
9/1/21
3/1/22
9/1/22
3/1/23
9/1/23
3/1/24
9/1/24
3/1/25
9/1/25
3/1/26
9/1/26
3/1/27
9/1/27
3/1/28
9/1/28
3/1/29
9/1/29
3/1/30
9/1/30
3/1/31
9/1/31
3/1/32
9/1/32
3/1/33
9/1/33
3/1/34
9/1/34
3/1/35
9/1/35
3/1/36
9/1/36
3/1/37
9/1/37
3/1/38
9/1/38
3/1/39
9/1/39
3/1/40
9/1/40
Total
Interest Total
Exhibit B
Quint & Thimmig LLP
05/05/16
05/16/16
ESCROW DEPOSIT AND TRUST AGREEMENT
by and between the
SUCCESSOR AGENCY TO THE
TUSTIN COMMUNITY REDEVELOPMENT AGENCY
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Bank
Dated September 14, 2016
Advance refunding of the outstanding
Tustin Community Redevelopment Agency
(Orange County, California)
Tax Allocation Bonds
(MCAS -Tustin Redevelopment Project Area), Series 2010
20033.01
ESCROW DEPOSIT AND TRUST AGREEMENT
This ESCROW DEPOSIT AND TRUST AGREEMENT (this "Escrow Deposit and Trust
Agreement"), dated September 14, 2016, is by and between the SUCCESSOR AGENCY TO THE
TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public entity duly created and
existing pursuant to the laws of the State of California (the "Successor Agency"), and THE
SANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association
organized and existing under the laws of the United States of America, as escrow bank (the
"Escrow Sank").
WITNESSETH:
WHEREAS, the Tustin Community Redevelopment Agency (the "Former Agency") was
a public body, corporate and politic, duly established and authorized to transact business and
exercise powers under and pursuant to the provisions of the Community Redevelopment Law
of the State of California, constituting Part 1 of Division 24 of the California Health and Safety
Code (the "Law"), including the power to issue bonds for any of its corporate purposes;
WHEREAS, the Former Agency has previously issued its Tustin Community
Redevelopment Agency Tax Allocation Bonds (MCAS -Tustin Redevelopment Project Area),
Series 2010 (the "2010 Redevelopment Bonds"), to finance redevelopment activities within the
Former Agency's MCAS -Tustin Redevelopment Project Area, of which $39,255,000 principal
amount remains outstanding;
WHEREAS, the 2010 Redevelopment Bonds were issued pursuant to an indenture of
trust, dated as of November 1, 2010 (the "2010 Indenture") by and between the Former Agency
and The Bank of New York Mellon Trust Company, N.A., as trustee (the "2010 Trustee");
WHEREAS, the 2010 Indenture provides that if the Former Agency shall pay and
provide for the entire indebtedness on all or any portion of the 2010 Redevelopment Bonds by
irrevocably depositing cash or non -callable Defeasance Obligations (as defined in the 2010
Indenture) with the 2010 Trustee in such amount as will, together with the interest to accrue
thereon and available moneys then on deposit in the funds and accounts established pursuant
to the 2010 Indenture, be fully sufficient to pay and discharge the indebtedness on all or such
portion of the 2010 Redevelopment Bonds (including all principal, interest and redemption
premiums) at or before maturity, and if the 2010 Redevelopment Bonds are to be redeemed
prior to the maturity thereof, and notice of such redemption is given pursuant to the 2010
Indenture or provision satisfactory to the 2010 Trustee shall have been made for the giving of
such notice, then, at the election of the Former Agency, and notwithstanding that any 2010
Redevelopment Bonds shall not have been surrendered for payment, the pledge of the Tax
Revenues (as defined in the 2010 Indenture) and other funds provided for in the 2010 Indenture
and all other obligations of the 2010 Trustee and the Former Agency under the 2010 Indenture
with respect to all or such portion of the 2010 Redevelopment Bonds shall cease and terminate,
except only the obligations of the 2010 Trustee to transfer and exchange the 2010
Redevelopment Bonds thereunder and except the obligations of the Former Agency to pay or
cause to be paid to the owners of the 2010 Redevelopment Bonds not so surrendered and paid
all sums due thereon and all expenses and costs of the 2010 Trustee; and thereafter Tax
Revenues shall not be payable to the 2010 Trustee;
WHEREAS, the powers, assets and obligations of the Former Agency were transferred
on February 1, 2012, to the Successor Agency;
WHEREAS, the Successor Agency has determined that, due to prevailing financial
market conditions, it is in the best interests of the Successor Agency at this time to provide for
the payment of the principal of and interest on the 2010 Redevelopment Bonds to and including
September 1, 2018, and for the redemption of the 2010 Redevelopment Bonds in full on
September 1, 2018 (the "Redemption Date") at a redemption price equal to 102% of the principal
amount thereof (the "Redemption Price");
WHEREAS, to raise funds necessary to effectuate such refunding, and for other
purposes, the Successor Agency has issued its Successor Agency to the Tustin Community
Redevelopment Agency (Orange County, California), Tax Allocation Refunding Bonds, Series
2016 (the "2016 Bonds"), pursuant to an Indenture of Trust, dated as of September 1, 2016 (the
"2016 Indenture"), by and between the Successor Agency and The Bank of New York Mellon
Trust Company, N.A., as trustee (the "2016 Trustee");
WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and
to enter into this Escrow Deposit and Trust Agreement for the purpose of providing the terms
and conditions for the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable
escrow and escrow created herein and to perform the duties and obligations to be undertaken
pursuant to this Escrow Deposit and Trust Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
herein set forth, the parties hereto do hereby agree as follows:
Section 1. Discharge of 2010 Redevelopment Bonds. The Successor Agency hereby
irrevocably elects to pay and discharge all indebtedness payable by the Successor Agency under
the 2010 Indenture with respect to the 2010 Redevelopment Bonds, and to terminate all
obligations of the Successor Agency thereunder with respect thereto.
Section 2. Escrow Fund.
(a) There is hereby established a special fund, to be held by the Escrow Bank for the
benefit of the owners of the 2010 Redevelopment Bonds, to be known as the "Escrow Fund."
Upon the issuance of the 2016 Bonds, there shall be deposited into the Escrow Fund an amount
equal to $ , derived as follows:
(i) $ from the proceeds of the 2016 Bonds, and
(ii) $ from the debt service reserve fund held by the 2010 Trustee under
the 2010 Indenture for the 2010 Redevelopment Bonds (the "2010 Reserve Fund").
(b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow
Fund pursuant to the preceding paragraph in the securities set forth in Exhibit A attached
hereto and by this reference incorporated herein (the "Escrowed Federal Securities") and shall
hold the remaining $ in cash, uninvested. The Escrowed Federal Securities shall be
deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and
purposes set forth herein.
(c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained
in its opinion and accompanying schedules (the "Report") dated September 14, 2016, that the
Escrowed Federal Securities mature and bear interest payable in such amounts and at such
times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay the
-2-
principal of and interest on the 2010 Redevelopment Bonds to and including September 1, 2018,
and to redeem the outstanding 2010 Redevelopment Bonds in full on the Redemption Date at
the Redemption Price.
(d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full
compliance with the provisions of this Escrow Deposit and Trust Agreement.
(e) Any money left on deposit in the Escrow Fund after payment in full of the 2010
Redevelopment Bonds, and the payment of all amounts due to the Escrow Bank hereunder,
shall be transferred to the Successor Agency to be applied to the payment of debt service on the
2016 Bonds.
(f) If the Escrow Bank learns that the Department of the Treasury or the Bureau of Public
Debt will not, for any reason, accept a subscription of state and local government series
securities ("SLGS") that is to be submitted pursuant to this Escrow Deposit and Trust
Agreement, the Escrow Bank shall promptly request alternative written investment instructions
from the Successor Agency with respect to funds which were to be invested in SLGS. The
Escrow Bank shall follow such instructions and, upon the maturity of any such alternative
investment, the Escrow Bank shall hold such funds uninvested and without liability for interest
until receipt of further written instructions from the Successor Agency. In the absence of
investment instructions from the Successor Agency, the Escrow Bank shall not be responsible
for the investment of such funds or interest thereon. The Escrow Bank may conclusively rely
upon the Successor Agency's selection of an alternative investment as a determination of the
alternative investment's legality and suitability and shall not be liable for any losses related to
the alternative investments or for compliance with any yield restriction applicable thereto.
Section 3. Instructions as to Application of Deposit.
(a) The moneys deposited in the Escrow Fund pursuant to Section 2 shall be applied by
the Escrow Bank for the sole purpose of paying the principal of and interest on the 2010
Redevelopment Bonds to and including September 1, 2018, and redeeming the outstanding 2010
Redevelopment Bonds in full on the Redemption Date at the Redemption Price, all as set forth
in Exhibit B attached hereto and by this reference incorporated herein.
(b) The Escrow Bank, in its capacity as 2010 Trustee, is hereby requested, and the Escrow
Bank, in its capacity as 2010 Trustee, hereby agrees to give notice of the defeasance of the 2010
Redevelopment Bonds to the owners of the 2010 Redevelopment Bonds and to the Municipal
Securities Rulemaking Board (at http://emma.msrb.org) in the form of defeasance notice
attached hereto as Exhibit C.
(c) The Escrow Bank, in its capacity as 2010 Trustee, is hereby requested, and the Escrow
Bank, its capacity as 2010 Trustee, hereby agrees to give notice, of the redemption of the 2010
Redevelopment Bonds on the Redemption Date in accordance with the applicable provisions of
the 2010 Indenture and the form of redemption notice attached hereto as Exhibit D.
Section 4. Investment of Any Remaining Moneys. The Escrow Bank shall invest and
reinvest the proceeds received from any of the Escrowed Federal Securities, and the cash
originally deposited into the Escrow Fund, for a period ending not later than the next
succeeding interest payment date relating to the 2010 Redevelopment Bonds, in Federal
Securities pursuant to written directions of the Successor Agency; provided, however, that (a) such
written directions of the Successor Agency shall be accompanied by (i) a certification of an
independent certified public accountant or firm of certified public accountants of favorable
national reputation experienced in the refunding of obligations of political subdivisions that the
Federal Securities then to be so deposited in the Escrow Fund, together with the cash then on
-3-
deposit in the Escrow Fund, together with the interest to be derived therefrom, shall be in an
amount at all times at least sufficient to make the payments specified in Section 3 hereof, and (ii)
an opinion of nationally recognized bond counsel ("Bond Counsel") that investment in
accordance with such directions will not affect, for Federal income tax purposes, the exclusion
from gross income of interest due with respect to the 2010 Redevelopment Bonds, and (b) if the
Successor Agency directs such investment or reinvestment to be made in United States Treasury
Securities -State and Local Government Series, the Successor Agency shall, at its cost, cause to be
prepared all necessary subscription forms therefor in sufficient time to enable the Escrow Bank
to acquire such securities. In the event that the Successor Agency shall fail to file any such
written directions with the Escrow Bank concerning the reinvestment of any such proceeds,
such proceeds shall be held uninvested by the Escrow Bank. Any interest income resulting from
investment or reinvestment of moneys pursuant to this Section 4 and not required for the
purposes set forth in Section 2, as indicated by such verification, shall, promptly upon the
receipt of such interest income by the Escrow Bank, be paid to the Successor Agency.
Section 5. Substitution or Withdrawal of Federal Securities. The Successor Agency may,
at any time, direct the Escrow Bank in writing to substitute Federal Securities for any or all of
the Escrowed Federal Securities then deposited in the Escrow Fund, or to withdraw and
transfer to the Successor Agency any portion of the Federal Securities then deposited in the
Escrow Fund, provided that any such direction and substitution or withdrawal shall be
simultaneous and shall be accompanied by (a) a certification of an independent certified public
accountant or firm of certified public accountants of favorable national reputation experienced
in the refunding of obligations of political subdivisions that the Federal Securities then to be so
deposited in the Escrow Fund together with interest to be derived therefrom, or in the case of
withdrawal, the Federal Securities to be remaining in the Escrow Fund following such
withdrawal together with the interest to be derived therefrom, together with the cash then on
deposit in the Escrow Fund, shall be in an amount at all times at least sufficient to make the
payments specified in Section 3 hereof; and (b) an opinion of Bond Counsel that the substitution
or withdrawal will not affect, for Federal income tax purposes, the exclusion from gross income
of interest on the 2010 Redevelopment Bonds. In the event that, following any such substitution
of Federal Securities pursuant to this Section 5, there is an amount of moneys or Federal
Securities in excess of an amount sufficient to make the payments required by Section 2 hereof,
as indicated by such verification, such excess shall be paid to the Successor Agency.
Section 6. Application of 2010 Funds. On the date of deposit of amounts in the Escrow
Fund pursuant to Section 2, the Escrow Bank, as 2010 Trustee, is hereby directed to withdraw
all amounts on deposit in the 2010 Reserve Fund ($ ) and transfer such sum to the Escrow
Fund.
Any amounts remaining in any fund or account created with respect to the 2010
Redevelopment Bonds, including interest earnings received by the 2010 Trustee, after payment
of all fees and expenses of the 2010 Trustee, shall be transferred to the Successor Agency to be
applied to the payment of debt service on the 2016 Bonds.
Section 7. Application of Certain Terms of 2010 Indenture. All of the terms of the 2010
Indenture relating to the making of payments of principal and interest with respect to the 2010
Redevelopment Bonds are incorporated in this Escrow Deposit and Trust Agreement as if set
forth in full herein. The provisions of the 2010 Indenture relating to the limitations from liability
and protections afforded the 2010 Trustee and the resignation and removal of the 2010 Trustee
are also incorporated in this Escrow Deposit and Trust Agreement as if set forth in full herein
and shall be the procedure to be followed with respect to any resignation or removal of the
Escrow Bank hereunder.
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Section 8. Compensation to Escrow Sank. The Successor Agency shall pay the Escrow
Bank full compensation for its duties under this Escrow Deposit and Trust Agreement,
including out-of-pocket costs such as publication costs, prepayment or redemption expenses,
legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts
deposited in the Escrow Fund be deemed to be available for said purposes.
Section 9. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no
obligation to make any payment or disbursement of any type or incur any financial liability in
the performance of its duties under this Escrow Deposit and Trust Agreement unless the
Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank
may rely and shall be protected in acting upon the written instructions of the Successor Agency
or its agents relating to any matter or action as Escrow Bank under this Escrow Deposit and
Trust Agreement.
The Escrow Bank and its respective successors, assigns, 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 Escrow Deposit and Trust Agreement, the establishment of the
Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the uninvested
moneys held hereunder to accomplish the purposes set forth herein, or any payment, transfer or
other application of moneys by the Escrow Bank in accordance with the provisions of this
Escrow Deposit and Trust Agreement or by reason of any non -negligent act, non -negligent
omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its
duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the
statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the
correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the
uninvested moneys to accomplish the purposes set forth herein or to the validity of this Escrow
Deposit and Trust Agreement as to the Successor Agency and, except as otherwise provided
herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be
liable in connection with the performance of its duties under this Escrow Deposit and Trust
Agreement except for its own negligence or willful misconduct, and the duties and obligations
of the Escrow Bank shall be determined by the express provisions of this Escrow Deposit and
Trust Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel
to the Successor Agency, and in reliance upon the written opinion of such counsel shall have
full and complete authorization and protection in respect of any action taken, suffered or
omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it
necessary or desirable that a matter be proved or established prior to taking, suffering, or
omitting any action under this Escrow Deposit and Trust 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 counsel) may be deemed to be
conclusively established by a written certification of the Successor Agency.
Anything in this Escrow Deposit and Trust Agreement to the contrary notwithstanding,
in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow
Bank has been advised of the likelihood of such loss or damage and regardless of the form of
action.
The Escrow Bank shall have the right to accept and act upon instructions, including
funds transfer instructions ("Instructions") given pursuant to this Agreement and delivered
using Electronic Means ("Electronic Means" shall mean the following communications methods:
e-mail, facsimile transmission, secure electronic transmission containing applicable
authorization codes, passwords and/or authentication keys issued by the Escrow Bank, or
another method or system specified by the Escrow Bank as available for use in connection with
its services hereunder.); provided, however, that the Successor Agency shall provide to the
-5-
Escrow Sank an incumbency certificate listing officers with the authority to provide such
Instructions ("Authorized Officers") and containing specimen signatures of such Authorized
Officers, which incumbency certificate shall be amended by the Successor Agency, whenever a
person is to be added or deleted from the listing. If the Successor Agency elects to give the
Escrow Bank Instructions using Electronic Means and the Escrow Sank in its discretion elects to
act upon such Instructions, the Escrow Bank's understanding of such Instructions shall be
deemed controlling. The Successor Agency understands and agrees that the Escrow Bank
cannot determine the identity of the actual sender of such Instructions and that the Escrow Bank
shall conclusively presume that directions that purport to have been sent by an Authorized
Officer listed on the incumbency certificate provided to the Escrow Bank have been sent by such
Authorized Officer. The Successor Agency shall be responsible for ensuring that only
Authorized Officers transmit such Instructions to the Escrow Bank and that the Successor
Agency and all Authorized Officers are solely responsible to safeguard the use and
confidentiality of applicable user and authorization codes, passwords and/or authentication
keys upon receipt by the Successor Agency. The Escrow Bank shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Escrow Bank's reliance upon and
compliance with such Instructions notwithstanding such directions conflict or are inconsistent
with a subsequent written instruction. The Successor Agency agrees: (i) to assume all risks
arising out of the use of Electronic Means to submit Instructions to the Escrow Bank, including
without limitation the risk of the Escrow Bank acting on unauthorized Instructions, and the risk
of interception and misuse by third parties; (ii) that it is fully informed of the protections and
risks associated with the various methods of transmitting Instructions to the Escrow Bank and
that there may be more secure methods of transmitting Instructions than the method(s) selected
by the Successor Agency; (iii) that the security procedures (if any) to be followed in connection
with its transmission of Instructions provide to it a commercially reasonable degree of
protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Bank
immediately upon learning of any compromise or unauthorized use of the security procedures.
The Successor Agency hereby assumes liability for, and hereby agrees (whether or not
any of the transactions contemplated hereby are consummated), to the extent permitted by law,
to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors,
assigns, agents, officers, directors, employees and servants from and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and
disbursements (including legal fees and disbursements) of whatsoever kind and nature which
may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or
not also indemnified against by any other person under any other agreement or instrument)
and in any way relating to or arising out of the execution and delivery of this Escrow Deposit
and Trust Agreement, the establishment of the Escrow Fund, the retention of the moneys
therein and any payment, transfer or other application of moneys by the Escrow Bank in
accordance with the provisions of this Escrow Deposit and Trust Agreement, or as may arise by
reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its
duties; provided, however, that the Successor Agency shall not be required to indemnify the
Escrow Bank against its own negligence or misconduct. The indemnities contained in this
Section 9 shall survive the termination of this Escrow Deposit and Trust Agreement or the
resignation or removal of the Escrow Bank.
The Successor Agency acknowledges that to the extent regulations of the Comptroller of
the Currency or other applicable regulatory entity grant the Successor Agency the right to
receive brokerage confirmations of security transactions as they occur, the Successor Agency
specifically waives receipt of such confirmations to the extent permitted by law. The Escrow
Bank will furnish the Successor Agency monthly cash transaction statements which include
detail for all investment transactions made by the Escrow Bank hereunder.
0
No provision of this Escrow Deposit and Trust Agreement shall require the Escrow Sank
to expend or risk its own funds or otherwise incur any financial liability in the performance or
exercise of any of its duties hereunder, or in the exercise of its rights or powers.
The Escrow Bank may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents, attorneys, custodians or nominees
appointed with due care and shall not be responsible for any willful misconduct or negligence
on the part of any agent, attorney, custodian or nominee so appointed.
The Escrow Bank may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties.
The Escrow Bank may at any time resign by giving 30 days written notice of resignation
to the Successor Agency. Upon receiving such notice of resignation, the Successor Agency shall
promptly appoint a successor and, upon the acceptance by the successor of such appointment,
release the resigning Escrow Bank from its obligations hereunder by written instrument, a copy
of which instrument shall be delivered to each of the Successor Agency, the resigning Escrow
Bank and the successor. If no successor shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Escrow
Bank may petition any court of competent jurisdiction for the appointment of a successor.
Section 10. Amendment. This Escrow Deposit and Trust Agreement may be modified or
amended at any time by a supplemental agreement which shall become effective when the
written consents of the owners of one hundred percent (100%) in aggregate principal amount of
the 2010 Redevelopment Bonds shall have been filed with the Escrow Bank. This Escrow
Deposit and Trust Agreement may be modified or amended at any time by a supplemental
agreement, without the consent of any such owners, but only (1) to add to the covenants and
agreements of any party, other covenants to be observed, or to surrender any right or power
herein or therein reserved to the Successor Agency, (2) to cure, correct or supplement any
ambiguous or defective provision contained herein, (3) in regard to questions arising hereunder
or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in
the opinion of counsel, shall not materially adversely affect the interests of the owners of the
2010 Redevelopment Bonds or the 2016 Bonds, and that such amendment will not cause interest
on the 2010 Redevelopment Bonds or the 2016 Bonds to become subject to federal income
taxation. In connection with any contemplated amendment or revocation of this Escrow Deposit
and Trust Agreement, prior written notice thereof and draft copies of the applicable legal
documents shall be provided by the Successor Agency to each rating agency then rating the
2010 Redevelopment Bonds.
Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon
the Escrow Bank may be served and presented, and such demand may be made, at the
corporate trust office of the Escrow Bank as specified by the Escrow Bank as 2010 Trustee in
accordance with the provisions of the 2010 Indenture. Any notice to or demand upon the
Successor Agency shall be deemed to have been sufficiently given or served for all purposes by
being mailed by first class mail, and deposited, postage prepaid, in a post office letter box,
addressed to such party as provided in the 2010 Indenture (or such other address as may have
been filed in writing by the Successor Agency with the Escrow Bank).
Section 12. Merger or Consolidation of Escrow Bank. Any company into which the
Escrow Bank may be merged or converted or with which it may be consolidated or any
company resulting from any merger, conversion or consolidation to which it shall be a party or
any company to which the Escrow Bank may sell or transfer all or substantially all of its
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corporate trust business, provided such company shall be eligible to act as trustee under the
2010 Indenture, shall be the successor hereunder to the Escrow Sank without the execution or
filing of any paper or any further act.
Section 13. Execution in Several Counterparts. This Escrow Deposit and Trust Agreement
may be executed in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original; and all such counterparts shall together constitute but
one and the same instrument.
Section 14. Governing Law. This Escrow Deposit and Trust Agreement shall be
construed and governed in accordance with the laws of the State of California.
Section 15. Severability. In case any one or more of the provisions contained in this
Escrow Deposit and Trust Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Escrow Deposit and Trust Agreement, but this Escrow Deposit and
Trust Agreement shall be construed as if such invalid or illegal or unenforceable provisions had
never been contained herein.
Section 16. Counterparts. This Escrow Deposit and Trust Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original; and such counterparts, or as many of them as the Successor Agency and the
Escrow Bank shall preserve undestroyed, shall together constitute but one and the same
instrument.
Section 17. Business Days. Whenever any act is required by this Escrow Deposit and
Trust Agreement to be done on a specified day or date, and such day or date shall be a day
other than a business day for the Escrow Bank, then such act may be done on the next
succeeding business day.
IN WITNESS WHEREOF the parties hereto have caused this Escrow Deposit and Trust
Agreement to be executed in their respective names by their respective duly authorized officers,
all as of the day and year first above written.
SUCCESSOR AGENCY TO THE TUSTIN
COMMUNITY REDEVELOPMENT
AGENCY
an
Jeffrey C. Parker
Executive Director
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Escrow Bank
By
Name
Title
so
Type Maturity Coupon
SLGS
3/1/17
SLGS
9/1/17
SLGS
3/1/18
SLGS
9/1/18
EXHIBIT A
SCHEDULE OF ESCROW SECURITIES
Par Price Cost Accrued Total
Exhibit A
Date
EXHIBIT B
PAYMENT AND REDEMPTION SCHEDULE
Maturing Called
Principal Principal
Redemption
Interest Premium
Total
Payment
3/1/17
— — $945,362.50 —
$ 945,362.50
9/1/17
$935,000 — 945,362.50 —
1,880,362.50
3/1/18
— — 926,662.50 —
926,662.50
9/1/18
970,000 $37,350,000 926,662.50 $747,000
39,993,662.50
Exhibit B
EXHIBIT C
NOTICE OF DEFEASANCE
Tustin Community Redevelopment Agency
(Orange County, California)
Tax Allocation Bonds
(MCAS -Tustin Redevelopment Project Area), Series 2010
Maturity Date
Amount Defeased
Interest Rate
CUSIP No.
9/1/2017
$ 935,000
4.000%
901048 DY1
9/1/2018
970,000
4.000
901048 DZ8
9/1/2019
1,010,000
4.000
901048 EA2
9/1/2020
1,050,000
4.000
901048 EBO
9/1/2021
1,095,000
4.000
901048 EC8
9/1/2022
1,135,000
4.250
901048 ED6
9/1/2023
1,185,000
4.500
901048 EE4
9/1/2024
1,240,000
5.000
901048 EF1
9/1/2025
1,300,000
5.000
901048 EG9
9/1/2026
1,365,000
4.750
901048 EH7
9/1/2027
1,430,000
4.750
901048 EJ3
9/1/2028
1,500,000
5.000
901048 EKO
9/1/2029
1,575,000
5.000
901048 EL8
9/1/2030
1,650,000
5.000
901048 EM6
9/1/2032
3,555,000
5.000
901048 EN4
9/1/2035
6,030,000
5.000
901048 EP9
9/1/2040
12,230,000
5.000
901048 EQ7
NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Tustin Community
Redevelopment Agency (the "Successor Agency') to the owners of the outstanding Tustin Community
Redevelopment Agency (Orange County, California) Tax Allocation Bonds (MCAS -Tustin
Redevelopment Project Area), Series 2010 (the 'Bonds"), as described above, that pursuant to the
indenture authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect
to the Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in
an escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained
pursuant to that certain Escrow Deposit and Trust Agreement, dated September 14, 2016, by and between
the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as escrow bank. As a
result of such deposit, the Bonds are deemed to have been paid and defeased in accordance with the
Indenture. The pledge of the funds provided for under the Indenture and all other obligations of the
Successor Agency to the owners of the defeased Bonds shall hereafter be limited to the application of
moneys in the Escrow Fund for the payment of the principal and interest with respect to the Bonds as the
same become due and payable as described below.
As evidenced by the verification report delivered to the Escrow Bank, amounts deposited in the
Escrow Fund are calculated to provide sufficient moneys to pay the principal of and interest on the Bonds
to and including September 1, 2018, and to redeem the outstanding Bonds in full on September 1, 2018
(the "Redemption Date"), at a redemption price equal to 102% of the principal amount thereof. From and
after the Redemption Date, interest with respect to the Bonds shall cease to accrue and be payable.
Exhibit C
Neither the Successor Agency nor The Bank of New York Mellon Trust Company, N.A., the
Escrow Bank, shall be held responsible for the selection or use of the CUSIP number, nor is any
representation made as to its correctness as shown in this Defeasance Notice. It is included solely for
convenience of the Owners
Dated: 2016 THE BANK OF NEW YORK
MELLON TRUST COMPANY,
N.A., as Escrow Bank
Exhibit C
EXHIBIT D
NOTICE OF FULL AND FINAL REDEMPTION
Tustin Community Redevelopment Agency
(Orange County, California)
Tax Allocation Bonds
(MCAS -Tustin Redevelopment Project Area), Series 2010
Dated
Maturity
Redemption
Redeemed
Redemption
Redemption
Interest
CUSIP
Date
Date
Date
Principal
Premium
Price
Rate
No.
11/10/2010
9/1/2019
9/1/2018
$1,010,000
$ 20,200
$1,030,200
4.000%
901048
EA2
11/10/2010
9/1/2020
9/1/2018
1,050,000
21,000
1,071,000
4.000
901048
EBO
11/10/2010
9/1/2021
9/1/2018
1,095,000
21,900
1,116,900
4.000
901048
EC8
11/10/2010
9/1/2022
9/1/2018
1,135,000
22,700
1,157,700
4.250
901048
ED6
11/10/2010
9/1/2023
9/1/2018
1,185,000
23,700
1,208,700
4.500
901048
EE4
11/10/2010
9/1/2024
9/1/2018
1,240,000
24,800
1,264,800
5.000
901048
EF1
11/10/2010
9/1/2025
9/1/2018
1,300,000
26,000
1,326,000
5.000
901048
EG9
11/10/2010
9/1/2026
9/1/2018
1,365,000
27,300
1,392,300
4.750
901048
EI -17
11/10/2010
9/1/2027
9/1/2018
1,430,000
28,600
1,458,600
4.750
901048
EJ3
11/10/2010
9/1/2028
9/1/2018
1,500,000
30,000
1,530,000
5.000
901048
EKO
11/10/2010
9/1/2029
9/1/2018
1,575,000
31,500
1,606,500
5.000
901048
EL8
11/10/2010
9/1/2030
9/1/2018
1,650,000
33,000
1,683,000
5.000
901048
EM6
11/10/2010
9/1/2032
9/1/2018
3,555,000
71,100
3,626,100
5.000
901048
EN4
11/10/2010
9/1/2035
9/1/2018
6,030,000
120,600
6,150,600
5.000
901048
EP9
11/10/2010
9/1/2040
9/1/2018
12,230,000
244,600
12,474,600
5.000
901048
EQ7
NOTICE is hereby given that the Successor Agency to the Tustin Community Redevelopment
Agency (the "Successor Agency") has called for redemption on September 1, 2018 (the "Redemption
Date"), the outstanding Tustin Community Redevelopment Agency (Orange County, California) Tax
Allocation Bonds (MCAS -Tustin Redevelopment Project Area), Series 2010, described above (the
'Bonds"), in the aggregate principal amount of $37,350,000 at a price equal to 102% of the principal
amount thereof, plus accrued interest to the date fixed for redemption (the "Redemption Price").
Payment of principal will be made upon presentation on and after September 1, 2018, at the
following addresses:
First Class/Registered/Certified
The Bank of New York Mellon
Global Corporate Trust
P.O. Box 396
East Syracuse, NY 13057
Express Delivery Only
The Bank of New York Mellon
Global Corporate Trust
111 Sanders Creek Parkway
East Syracuse, NY 13057
By Hand Only
The Bank of New York Mellon
Global Corporate Trust
Corporate Trust Window
101 Barclay Street 1St Floor East
New York, NY 10286
Owners of Bonds presenting their Bonds in person for the same day payment must surrender
their Bonds by 1:00 p.m. on the Redemption Date and a check will be available for pickup after 2:00 p.m.
Checks not picked up by 4:30 p.m. will be mailed to the owner by first class mail.
Interest with respect to the principal amount designated to be redeemed shall cease to accrue on
and after the Redemption Date.
If payment of the Redemption Price is to be made to the owner of the Bonds, such owner is not
required to endorse the Bond to collect the Redemption Price.
Exhibit D
Page 1
Under the Economic Growth and Tax Relief Reconciliation Act of 2001 (the "Act") 28% of the
Redemption Price will be withheld if a tax identification number is not properly certified. The Form W-9
may be obtained from the Internal Revenue Service.
Neither the Successor Agency nor The Bank of New York Mellon Trust Company, N.A., the
Paying Agent, shall be held responsible for the selection or use of the CUSIP number, nor is any
representation made as to its correctness as shown in this Redemption Notice. It is included solely for
convenience of the Owners.
Dated: 2020 THE BANK OF NEW YORK
MELLON TRUST COMPANY,
N.A., as Trustee
Exhibit D
Page 2
Quint & Thimmig LLP
05/05/16
05/16/16
ESCROW DEPOSIT AND TRUST AGREEMENT
by and between the
SUCCESSOR AGENCY TO THE
TUSTIN COMMUNITY REDEVELOPMENT AGENCY
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Bank
Dated September 14, 2016
Advance refunding of the outstanding
Tustin Community Redevelopment Agency
(Orange County, California)
Tax Allocation Housing Bonds, Series 2010
20033.01
ESCROW DEPOSIT AND TRUST AGREEMENT
This ESCROW DEPOSIT AND TRUST AGREEMENT (this "Escrow Deposit and Trust
Agreement"), dated September 14, 2016, is by and between the SUCCESSOR AGENCY TO THE
TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public entity duly created and
existing pursuant to the laws of the State of California (the "Successor Agency"), and THE
SANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association
organized and existing under the laws of the United States of America, as escrow bank (the
"Escrow Sank").
WITNESSETH:
WHEREAS, the Tustin Community Redevelopment Agency (the "Former Agency") was
a public body, corporate and politic, duly established and authorized to transact business and
exercise powers under and pursuant to the provisions of the Community Redevelopment Law
of the State of California, constituting Part 1 of Division 24 of the California Health and Safety
Code (the "Law"), including the power to issue bonds for any of its corporate purposes;
WHEREAS, the Former Agency has previously issued its Tustin Community
Redevelopment Agency Tax Allocation Housing Bonds, Series 2010 (the "2010 Housing
Bonds"), to refinance low and moderate income housing activities within the City of Tustin, of
which $20,410,000 principal amount remains outstanding;
WHEREAS, the 2010 Housing Bonds were issued pursuant to an indenture of trust,
dated as of March 1, 2010 (the "2010 Indenture") by and between the Former Agency and The
Bank of New York Mellon Trust Company, N.A., as trustee (the "2010 Trustee");
WHEREAS, the 2010 Indenture provides that if the Former Agency shall pay and
provide for the entire indebtedness on all or any portion of the 2010 Housing Bonds by
irrevocably depositing cash or non -callable Defeasance Obligations (as defined in the 2010
Indenture) with the 2010 Trustee in such amount as will, together with the interest to accrue
thereon and available moneys then on deposit in the funds and accounts established pursuant
to the 2010 Indenture, be fully sufficient to pay and discharge the indebtedness on all or such
portion of the 2010 Housing Bonds (including all principal, interest and redemption premiums)
at or before maturity, and if the 2010 Housing Bonds are to be redeemed prior to the maturity
thereof, and notice of such redemption is given pursuant to the 2010 Indenture or provision
satisfactory to the 2010 Trustee shall have been made for the giving of such notice, then, at the
election of the Former Agency, and notwithstanding that any 2010 Housing Bonds shall not
have been surrendered for payment, the pledge of the Housing Tax Revenues (as defined in the
2010 Indenture) and other funds provided for in the 2010 Indenture and all other obligations of
the 2010 Trustee and the Former Agency under the 2010 Indenture with respect to all or such
portion of the 2010 Housing Bonds shall cease and terminate, except only the obligations of the
2010 Trustee to transfer and exchange the 2010 Housing Bonds thereunder and except the
obligations of the Former Agency to pay or cause to be paid to the owners of the 2010 Housing
Bonds not so surrendered and paid all sums due thereon and all expenses and costs of the 2010
Trustee; and thereafter Housing Tax Revenues shall not be payable to the 2010 Trustee;
WHEREAS, the powers, assets and obligations of the Former Agency were transferred
on February 1, 2012, to the Successor Agency;
WHEREAS, the Successor Agency has determined that, due to prevailing financial
market conditions, it is in the best interests of the Successor Agency at this time to provide for
the payment of the principal of and interest on the 2010 Housing Bonds to and including
September 1, 2020, and for the redemption of the 2010 Housing Bonds in full on September 1,
2020 (the "Redemption Date") at a redemption price equal to 100% of the principal amount
thereof (the "Redemption Price");
WHEREAS, to raise funds necessary to effectuate such refunding, and for other
purposes, the Successor Agency has issued its Successor Agency to the Tustin Community
Redevelopment Agency (Orange County, California), Tax Allocation Refunding Bonds, Series
2016 (the "2016 Bonds"), pursuant to an Indenture of Trust, dated as of September 1, 2016 (the
"2016 Indenture"), by and between the Successor Agency and The Bank of New York Mellon
Trust Company, N.A., as trustee (the "2016 Trustee");
WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and
to enter into this Escrow Agreement for the purpose of providing the terms and conditions for
the deposit and application of amounts so deposited; and
WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable
escrow and escrow created herein and to perform the duties and obligations to be undertaken
pursuant to this Escrow Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
herein set forth, the parties hereto do hereby agree as follows:
Section 1. Discharge of 2010 Housing Bonds. The Successor Agency hereby irrevocably
elects to pay and discharge all indebtedness payable by the Successor Agency under the 2010
Indenture with respect to the 2010 Housing Bonds, and to terminate all obligations of the
Successor Agency thereunder with respect thereto.
Section 2. Escrow Fund.
(a) There is hereby established a special fund, to be held by the Escrow Bank for the
benefit of the owners of the 2010 Housing Bonds, to be known as the "Escrow Fund." Upon the
issuance of the 2016 Bonds, there shall be deposited into the Escrow Fund an amount equal to
$ , derived as follows:
(i) $ from the proceeds of the 2016 Bonds, and
(ii) $ from the debt service reserve fund held by the 2010 Trustee under
the 2010 Indenture for the 2010 Housing Bonds (the "2010 Reserve Fund").
(b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow
Fund pursuant to the preceding paragraph in the securities set forth in Exhibit A attached
hereto and by this reference incorporated herein (the "Escrowed Federal Securities") and shall
hold the remaining $ in cash, uninvested. The Escrowed Federal Securities shall be
deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and
purposes set forth herein.
(c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained
in its opinion and accompanying schedules (the "Report") dated September 14, 2016, that the
Escrowed Federal Securities mature and bear interest payable in such amounts and at such
times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay the
principal of and interest on the 2010 Housing Bonds to and including September 1, 2020, and to
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redeem the outstanding 2010 Housing Bonds in full on the Redemption Date at the Redemption
Price.
(d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full
compliance with the provisions of this Escrow Deposit and Trust Agreement.
(e) Any money left on deposit in the Escrow Fund after payment in full of the 2010
Housing Bonds, and the payment of all amounts due to the Escrow Bank hereunder, shall be
transferred to the Successor Agency to be applied to the payment of debt service on the 2016
Bonds.
(f) If the Escrow Bank learns that the Department of the Treasury or the Bureau of Public
Debt will not, for any reason, accept a subscription of state and local government series
securities ("SLGS") that is to be submitted pursuant to this Escrow Deposit and Trust
Agreement, the Escrow Bank shall promptly request alternative written investment instructions
from the Successor Agency with respect to funds which were to be invested in SLGS. The
Escrow Bank shall follow such instructions and, upon the maturity of any such alternative
investment, the Escrow Bank shall hold such funds uninvested and without liability for interest
until receipt of further written instructions from the Successor Agency. In the absence of
investment instructions from the Successor Agency, the Escrow Bank shall not be responsible
for the investment of such funds or interest thereon. The Escrow Bank may conclusively rely
upon the Successor Agency's selection of an alternative investment as a determination of the
alternative investment's legality and suitability and shall not be liable for any losses related to
the alternative investments or for compliance with any yield restriction applicable thereto.
Section 3. Instructions as to Application of Deposit.
(a) The moneys deposited in the Escrow Fund pursuant to Section 2 shall be applied by
the Escrow Bank for the sole purpose of paying the principal of and interest on the 2010
Housing Bonds to and including September 1, 2020, and redeeming the outstanding 2010
Housing Bonds in full on the Redemption Date at the Redemption Price, all as set forth in
Exhibit B attached hereto and by this reference incorporated herein.
(b) The Escrow Bank, in its capacity as 2010 Trustee, is hereby requested, and the Escrow
Bank, in its capacity as 2010 Trustee, hereby agrees to give notice of the defeasance of the 2010
Housing Bonds to the owners of the 2010 Housing Bonds and to the Municipal Securities
Rulemaking Board (at http://emma.msrb.org) in the form of defeasance notice attached hereto
as Exhibit C.
(c) The Escrow Bank, in its capacity as 2010 Trustee, is hereby requested, and the Escrow
Bank, its capacity as 2010 Trustee, hereby agrees to give notice, of the redemption of the 2010
Housing Bonds on the Redemption Date in accordance with the applicable provisions of the
2010 Indenture and the form of redemption notice attached hereto as Exhibit D.
Section 4. Investment of Any Remaining Moneys. The Escrow Bank shall invest and
reinvest the proceeds received from any of the Escrowed Federal Securities, and the cash
originally deposited into the Escrow Fund, for a period ending not later than the next
succeeding interest payment date relating to the 2010 Housing Bonds, in Federal Securities
pursuant to written directions of the Successor Agency; provided, however, that (a) such written
directions of the Successor Agency shall be accompanied by (i) a certification of an independent
certified public accountant or firm of certified public accountants of favorable national
reputation experienced in the refunding of obligations of political subdivisions that the Federal
Securities then to be so deposited in the Escrow Fund, together with the cash then on deposit in
the Escrow Fund, together with the interest to be derived therefrom, shall be in an amount at all
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times at least sufficient to make the payments specified in Section 3 hereof, and (ii) an opinion
of nationally recognized bond counsel ("Bond Counsel") that investment in accordance with
such directions will not affect, for Federal income tax purposes, the exclusion from gross income
of interest due with respect to the 2010 Housing Bonds, and (b) if the Successor Agency directs
such investment or reinvestment to be made in United States Treasury Securities -State and
Local Government Series, the Successor Agency shall, at its cost, cause to be prepared all
necessary subscription forms therefor in sufficient time to enable the Escrow Bank to acquire
such securities. In the event that the Successor Agency shall fail to file any such written
directions with the Escrow Bank concerning the reinvestment of any such proceeds, such
proceeds shall be held uninvested by the Escrow Bank. Any interest income resulting from
investment or reinvestment of moneys pursuant to this Section 4 and not required for the
purposes set forth in Section 2, as indicated by such verification, shall, promptly upon the
receipt of such interest income by the Escrow Bank, be paid to the Successor Agency.
Section 5. Substitution or Withdrawal of Federal Securities. The Successor Agency may,
at any time, direct the Escrow Bank in writing to substitute Federal Securities for any or all of
the Escrowed Federal Securities then deposited in the Escrow Fund, or to withdraw and
transfer to the Successor Agency any portion of the Federal Securities then deposited in the
Escrow Fund, provided that any such direction and substitution or withdrawal shall be
simultaneous and shall be accompanied by (a) a certification of an independent certified public
accountant or firm of certified public accountants of favorable national reputation experienced
in the refunding of obligations of political subdivisions that the Federal Securities then to be so
deposited in the Escrow Fund together with interest to be derived therefrom, or in the case of
withdrawal, the Federal Securities to be remaining in the Escrow Fund following such
withdrawal together with the interest to be derived therefrom, together with the cash then on
deposit in the Escrow Fund, shall be in an amount at all times at least sufficient to make the
payments specified in Section 3 hereof; and (b) an opinion of Bond Counsel that the substitution
or withdrawal will not affect, for Federal income tax purposes, the exclusion from gross income
of interest on the 2010 Housing Bonds. In the event that, following any such substitution of
Federal Securities pursuant to this Section 5, there is an amount of moneys or Federal Securities
in excess of an amount sufficient to make the payments required by Section 2 hereof, as
indicated by such verification, such excess shall be paid to the Successor Agency.
Section 6. Application of 2010 Funds. On the date of deposit of amounts in the Escrow
Fund pursuant to Section 2, the Escrow Bank, as 2010 Trustee, is hereby directed to withdraw
all amounts on deposit in the 2010 Reserve Fund ($ ) and transfer such sum to the Escrow
Fund.
Any amounts remaining in any fund or account created with respect to the 2010
Housing Bonds, including interest earnings received by the 2010 Trustee, after payment of all
fees and expenses of the 2010 Trustee, shall be transferred to the Successor Agency to be applied
to the payment of debt service on the 2016 Bonds.
Section 7. Application of Certain Terms of 2010 Indenture. All of the terms of the 2010
Indenture relating to the making of payments of principal and interest with respect to the 2010
Housing Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The
provisions of the 2010 Indenture relating to the limitations from liability and protections
afforded the 2010 Trustee and the resignation and removal of the 2010 Trustee are also
incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to
be followed with respect to any resignation or removal of the Escrow Bank hereunder.
Section 8. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow
Bank full compensation for its duties under this Escrow Deposit and Trust Agreement,
including out-of-pocket costs such as publication costs, prepayment or redemption expenses,
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legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts
deposited in the Escrow Fund be deemed to be available for said purposes.
Section 9. Liabilities and Obligations of Escrow Sank. The Escrow Sank shall have no
obligation to make any payment or disbursement of any type or incur any financial liability in
the performance of its duties under this Escrow Deposit and Trust Agreement unless the
Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Sank
may rely and shall be protected in acting upon the written instructions of the Successor Agency
or its agents relating to any matter or action as Escrow Bank under this Escrow Deposit and
Trust Agreement.
The Escrow Bank and its respective successors, assigns, 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 Escrow Deposit and Trust Agreement, the establishment of the
Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the uninvested
moneys held hereunder to accomplish the purposes set forth herein, or any payment, transfer or
other application of moneys by the Escrow Bank in accordance with the provisions of this
Escrow Deposit and Trust Agreement or by reason of any non -negligent act, non -negligent
omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its
duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the
statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the
correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the
uninvested moneys to accomplish the purposes set forth herein or to the validity of this Escrow
Deposit and Trust Agreement as to the Successor Agency and, except as otherwise provided
herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be
liable in connection with the performance of its duties under this Escrow Deposit and Trust
Agreement except for its own negligence or willful misconduct, and the duties and obligations
of the Escrow Bank shall be determined by the express provisions of this Escrow Deposit and
Trust Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel
to the Successor Agency, and in reliance upon the written opinion of such counsel shall have
full and complete authorization and protection in respect of any action taken, suffered or
omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it
necessary or desirable that a matter be proved or established prior to taking, suffering, or
omitting any action under this Escrow Deposit and Trust 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 counsel) may be deemed to be
conclusively established by a written certification of the Successor Agency.
Anything in this Escrow Deposit and Trust Agreement to the contrary notwithstanding,
in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow
Bank has been advised of the likelihood of such loss or damage and regardless of the form of
action.
The Escrow Bank shall have the right to accept and act upon instructions, including
funds transfer instructions ("Instructions") given pursuant to this Agreement and delivered
using Electronic Means ("Electronic Means" shall mean the following communications methods:
e-mail, facsimile transmission, secure electronic transmission containing applicable
authorization codes, passwords and/or authentication keys issued by the Escrow Bank, or
another method or system specified by the Escrow Bank as available for use in connection with
its services hereunder.); provided, however, that the Successor Agency shall provide to the
Escrow Bank an incumbency certificate listing officers with the authority to provide such
Instructions ("Authorized Officers") and containing specimen signatures of such Authorized
Officers, which incumbency certificate shall be amended by the Successor Agency, whenever a
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person is to be added or deleted from the listing. If the Successor Agency elects to give the
Escrow Bank Instructions using Electronic Means and the Escrow Sank in its discretion elects to
act upon such Instructions, the Escrow Bank's understanding of such Instructions shall be
deemed controlling. The Successor Agency understands and agrees that the Escrow Bank
cannot determine the identity of the actual sender of such Instructions and that the Escrow Bank
shall conclusively presume that directions that purport to have been sent by an Authorized
Officer listed on the incumbency certificate provided to the Escrow Bank have been sent by such
Authorized Officer. The Successor Agency shall be responsible for ensuring that only
Authorized Officers transmit such Instructions to the Escrow Bank and that the Successor
Agency and all Authorized Officers are solely responsible to safeguard the use and
confidentiality of applicable user and authorization codes, passwords and/or authentication
keys upon receipt by the Successor Agency. The Escrow Bank shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Escrow Bank's reliance upon and
compliance with such Instructions notwithstanding such directions conflict or are inconsistent
with a subsequent written instruction. The Successor Agency agrees: (i) to assume all risks
arising out of the use of Electronic Means to submit Instructions to the Escrow Bank, including
without limitation the risk of the Escrow Bank acting on unauthorized Instructions, and the risk
of interception and misuse by third parties; (ii) that it is fully informed of the protections and
risks associated with the various methods of transmitting Instructions to the Escrow Bank and
that there may be more secure methods of transmitting Instructions than the method(s) selected
by the Successor Agency; (iii) that the security procedures (if any) to be followed in connection
with its transmission of Instructions provide to it a commercially reasonable degree of
protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Bank
immediately upon learning of any compromise or unauthorized use of the security procedures.
The Successor Agency hereby assumes liability for, and hereby agrees (whether or not
any of the transactions contemplated hereby are consummated), to the extent permitted by law,
to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors,
assigns, agents, officers, directors, employees and servants from and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and
disbursements (including legal fees and disbursements) of whatsoever kind and nature which
may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or
not also indemnified against by any other person under any other agreement or instrument)
and in any way relating to or arising out of the execution and delivery of this Escrow Deposit
and Trust Agreement, the establishment of the Escrow Fund, the retention of the moneys
therein and any payment, transfer or other application of moneys by the Escrow Bank in
accordance with the provisions of this Escrow Deposit and Trust Agreement, or as may arise by
reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its
duties; provided, however, that the Successor Agency shall not be required to indemnify the
Escrow Bank against its own negligence or misconduct. The indemnities contained in this
Section 9 shall survive the termination of this Escrow Deposit and Trust Agreement or the
resignation or removal of the Escrow Bank.
The Successor Agency acknowledges that to the extent regulations of the Comptroller of
the Currency or other applicable regulatory entity grant the Successor Agency the right to
receive brokerage confirmations of security transactions as they occur, the Successor Agency
specifically waives receipt of such confirmations to the extent permitted by law. The Escrow
Bank will furnish the Successor Agency monthly cash transaction statements which include
detail for all investment transactions made by the Escrow Bank hereunder.
No provision of this Escrow Deposit and Trust Agreement shall require the Escrow Bank
to expend or risk its own funds or otherwise incur any financial liability in the performance or
exercise of any of its duties hereunder, or in the exercise of its rights or powers.
0
The Escrow Sank may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents, attorneys, custodians or nominees
appointed with due care and shall not be responsible for any willful misconduct or negligence
on the part of any agent, attorney, custodian or nominee so appointed.
The Escrow Bank may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties.
The Escrow Bank may at any time resign by giving 30 days written notice of resignation
to the Successor Agency. Upon receiving such notice of resignation, the Successor Agency shall
promptly appoint a successor and, upon the acceptance by the successor of such appointment,
release the resigning Escrow Bank from its obligations hereunder by written instrument, a copy
of which instrument shall be delivered to each of the Successor Agency, the resigning Escrow
Bank and the successor. If no successor shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Escrow
Bank may petition any court of competent jurisdiction for the appointment of a successor.
Section 10. Amendment. This Escrow Deposit and Trust Agreement may be modified or
amended at any time by a supplemental agreement which shall become effective when the
written consents of the owners of one hundred percent (100%) in aggregate principal amount of
the 2010 Housing Bonds shall have been filed with the Escrow Bank. This Escrow Deposit and
Trust Agreement may be modified or amended at any time by a supplemental agreement,
without the consent of any such owners, but only (1) to add to the covenants and agreements of
any party, other covenants to be observed, or to surrender any right or power herein or therein
reserved to the Successor Agency, (2) to cure, correct or supplement any ambiguous or defective
provision contained herein, (3) in regard to questions arising hereunder or thereunder, as the
parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel,
shall not materially adversely affect the interests of the owners of the 2010 Housing Bonds or
the 2016 Bonds, and that such amendment will not cause interest on the 2010 Housing Bonds or
the 2016 Bonds to become subject to federal income taxation. In connection with any
contemplated amendment or revocation of this Escrow Deposit and Trust Agreement, prior
written notice thereof and draft copies of the applicable legal documents shall be provided by
the Successor Agency to each rating agency then rating the 2010 Housing Bonds.
Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon
the Escrow Bank may be served and presented, and such demand may be made, at the
corporate trust office of the Escrow Bank as specified by the Escrow Bank as 2010 Trustee in
accordance with the provisions of the 2010 Indenture. Any notice to or demand upon the
Successor Agency shall be deemed to have been sufficiently given or served for all purposes by
being mailed by first class mail, and deposited, postage prepaid, in a post office letter box,
addressed to such party as provided in the 2010 Indenture (or such other address as may have
been filed in writing by the Successor Agency with the Escrow Bank).
Section 12. Merger or Consolidation of Escrow Bank. Any company into which the
Escrow Bank may be merged or converted or with which it may be consolidated or any
company resulting from any merger, conversion or consolidation to which it shall be a party or
any company to which the Escrow Bank may sell or transfer all or substantially all of its
corporate trust business, provided such company shall be eligible to act as trustee under the
2010 Indenture, shall be the successor hereunder to the Escrow Bank without the execution or
filing of any paper or any further act.
Section 13. Execution in Several Counterparts. This Escrow Deposit and Trust Agreement
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may be executed in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original; and all such counterparts shall together constitute but
one and the same instrument.
Section 14. Governing Law. This Escrow Deposit and Trust Agreement shall be
construed and governed in accordance with the laws of the State of California.
Section 15. Severability. In case any one or more of the provisions contained in this
Escrow Deposit and Trust Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Escrow Deposit and Trust Agreement, but this Escrow Deposit and
Trust Agreement shall be construed as if such invalid or illegal or unenforceable provisions had
never been contained herein.
Section 16. Counterparts. This Escrow Deposit and Trust Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original; and such counterparts, or as many of them as the Successor Agency and the
Escrow Sank shall preserve undestroyed, shall together constitute but one and the same
instrument.
Section 17. Business Days. Whenever any act is required by this Escrow Deposit and
Trust Agreement to be done on a specified day or date, and such day or date shall be a day
other than a business day for the Escrow Bank, then such act may be done on the next
succeeding business day.
IN WITNESS WHEREOF the parties hereto have caused this Escrow Deposit and Trust
Agreement to be executed in their respective names by their respective duly authorized officers,
all as of the day and year first above written.
SUCCESSOR AGENCY TO THE TUSTIN
COMMUNITY REDEVELOPMENT
AGENCY
us
Jeffrey C. Parker
Executive Director
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Escrow Bank
By
Name
Title
so
Type Maturity
SLGS
3/1/17
SLGS
9/1/17
SLGS
3/1/18
SLGS
9/1/18
SLGS
3/1/19
SLGS
9/1/19
SLGS
3/1/20
SLGS
9/1/20
EXHIBIT A
SCHEDULE OF ESCROW SECURITIES
Coupon Par Price Cost Accrued Total
Exhibit A
Date
EXHIBIT B
PAYMENT AND REDEMPTION SCHEDULE
Maturing Called
Principal Principal
Redemption
Interest Premium
Total
Payment
3/1/17
—
— $488,403.13 —
$ 488,403.13
9/1/17
$850,000
— 488,403.13 —
1,338,403.13
3/1/18
—
— 471,403.13 —
471,403.13
9/1/18
880,000
— 471,403.13 —
1,351,403.13
3/1/19
—
— 453,803.13 —
453,803.13
9/1/19
920,000
— 453,803.13 —
1,373,803.13
3/1/20
—
— 435,403.13 —
435,403.23
9/1/20
955,000
$16,805,000 435,403.13 —
18,195,403.13
Exhibit B
EXHIBIT C
NOTICE OF DEFEASANCE
Tustin Community Redevelopment Agency
(Orange County, California)
Tax Allocation Housing Bonds, Series 2010
Maturity Date
Amount Defeased
Interest Rate
CUSIP No.
9/1/2017
$ 850,000
4.000%
901048 DF2
9/1/2018
880,000
4.000
901048 DGO
9/1/2019
920,000
4.000
901048 DI -18
9/1/2020
955,000
4.000
901048 DJ4
9/1/2021
995,000
4.125
901048 DK1
9/1/2022
1,035,000
4.250
901048 DL9
9/1/2023
1,080,000
4.250
901048 DQ8
9/1/2024
1,125,000
5.000
901048 DR6
9/1/2025
1,180,000
5.000
901048 DM7
9/1/2030
4,620,000
5.000
901048 DN5
9/1/2039
6,770,000
5.250
901048 DPO
NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Tustin Community
Redevelopment Agency (the "Successor Agency') to the owners of the outstanding Tustin Community
Redevelopment Agency (Orange County, California) Tax Allocation Housing Bonds, Series 2010 (the
'Bonds"), as described above, that pursuant to the indenture authorizing the issuance of the Bonds (the
"Indenture"), the lien of the Indenture with respect to the Bonds has been discharged through the
irrevocable deposit of cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The
Escrow Fund has been established and is being maintained pursuant to that certain Escrow Deposit and
Trust Agreement, dated September 14, 2016, by and between the Successor Agency and The Bank of New
York Mellon Trust Company, N.A., as escrow bank. As a result of such deposit, the Bonds are deemed to
have been paid and defeased in accordance with the Indenture. The pledge of the funds provided for
under the Indenture and all other obligations of the Successor Agency to the owners of the defeased
Bonds shall hereafter be limited to the application of moneys in the Escrow Fund for the payment of the
principal and interest with respect to the Bonds as the same become due and payable as described below.
As evidenced by the verification report delivered to the Escrow Bank, amounts deposited in the
Escrow Fund are calculated to provide sufficient moneys to pay the principal of and interest on the Bonds
to and including September 1, 2020, and to redeem the outstanding Bonds in full on September 1, 2020
(the "Redemption Date"), at a redemption price equal to 100% of the principal amount thereof. From and
after the Redemption Date, interest with respect to the Bonds shall cease to accrue and be payable.
Neither the Successor Agency nor The Bank of New York Mellon Trust Company, N.A., the
Escrow Bank, shall be held responsible for the selection or use of the CUSIP number, nor is any
representation made as to its correctness as shown in this Defeasance Notice. It is included solely for
convenience of the Owners
Dated:
2016
Exhibit C
THE BANK OF NEW YORK
MELLON TRUST COMPANY,
N.A., as Escrow Bank
EXHIBIT D
NOTICE OF FULL AND FINAL REDEMPTION
Tustin Community Redevelopment Agency
(Orange County, California)
Tax Allocation Housing Bonds, Series 2010
Dated
Maturity
Redemption
Redeemed
Date
Date
Date
Principal
3/4/2010
9/1/2021
9/1/2020
$ 995,000
3/4/2010
9/1/2022
9/1/2020
1,035,000
3/4/2010
9/1/2023
9/1/2020
1,080,000
3/4/2010
9/1/2024
9/1/2020
1,125,000
3/4/2010
9/1/2025
9/1/2020
1,180,000
3/4/2010
9/1/2030
9/1/2020
4,620,000
3/4/2010
9/1/2039
9/1/2020
6,770,000
Redemption Redemption
Interest
CUSIP
Premium Price
Rate
No.
— $ 995,000
4.125%
901048 DK1
— 1,035,000
4.250
901048 DL9
— 1,080,000
4.250
901048 DQ8
— 1,125,000
5.000
901048 DR6
— 1,180,000
5.000
901048 DM7
— 4,620,000
5.000
901048 DN5
— 6,770,000
5.250
901048 DPO
NOTICE is hereby given that the Successor Agency to the Tustin Community Redevelopment
Agency (the "Successor Agency') has called for redemption on September 1, 2020 (the "Redemption
Date"), the outstanding Tustin Community Redevelopment Agency (Orange County, California) Tax
Allocation Housing Bonds, Series 2010, described above (the 'Bonds"), in the aggregate principal amount
of $16,805,000 at a price equal to 100% of the principal amount thereof, plus accrued interest to the date
fixed for redemption (the "Redemption Price").
Payment of principal will be made upon presentation on and after September 1, 2020, at the
following addresses:
First Class/Registered/Certified
The Bank of New York Mellon
Global Corporate Trust
P.O. Box 396
East Syracuse, NY 13057
Express Delivery Only
The Bank of New York Mellon
Global Corporate Trust
111 Sanders Creek Parkway
East Syracuse, NY 13057
By Hand Only
The Bank of New York Mellon
Global Corporate Trust
Corporate Trust Window
101 Barclay Street 1St Floor East
New York, NY 10286
Owners of Bonds presenting their Bonds in person for the same day payment must surrender
their Bonds by 1:00 p.m. on the Redemption Date and a check will be available for pickup after 2:00 p.m.
Checks not picked up by 4:30 p.m. will be mailed to the owner by first class mail.
Interest with respect to the principal amount designated to be redeemed shall cease to accrue on
and after the Redemption Date.
If payment of the Redemption Price is to be made to the owner of the Bonds, such owner is not
required to endorse the Bond to collect the Redemption Price.
Under the Economic Growth and Tax Relief Reconciliation Act of 2001 (the "Act") 28% of the
Redemption Price will be withheld if a tax identification number is not properly certified. The Form W-9
may be obtained from the Internal Revenue Service.
Exhibit D
Page 1
Neither the Successor Agency nor The Bank of New York Mellon Trust Company, N.A., the
Paying Agent, shall be held responsible for the selection or use of the CUSIP number, nor is any
representation made as to its correctness as shown in this Redemption Notice. It is included solely for
convenience of the Owners.
Dated: 2020 THE BANK OF NEW YORK
MELLON TRUST COMPANY,
N.A., as Trustee
Exhibit D
Page 2
EXHIBIT A
DEBT SERVICE SAVINGS ANALYSIS REPORT
TUSTIN COMMUNITY REDEVELOPMENT AGENCY
Bond Refunding Financing Plan
Refunding Bond Amount
Refunded Par Amount
Final Maturity
Average Coupon of Refunding Bonds
True Interest Cost
Net Present Value Savings ($)
Present Value Savings (%)
Nominal Savings ($)
Average Annual Savings - 2017 to 2040 ($)
Taxing Entities Share of Average Annual Savings:
Orange County General Fund
Orange County Public Library
Orange County Flood Control District
O.C. Harbors Beaches & Parks CSA 26
Educational Revenue Augmentation Fund
Orange County Cemetery Fund- General
City of Tustin - Total
East Orange County Water Dist: General Fund
Orange County Vector Control District
Orange County Water District - Total
Orange County Transit Authority
Orange County Sanitation District - Total
Irvine Unified General Fund
6.932%
1.876%
2.230%
1.722%
17.715%
0.058%
6.800%
0.272%
0.124%
0.884%
0.315%
1.837%
11.449%
Santa Ana Unified General Fund
0.895%
Tustin Unified General Fund
35.123%
Rancho Santiago Community College General Fund
0.197%
South Orange County Community College Dist -General
9.745%
O.C. Dept. of Education- General Fund
1.826%
100.000%
Note:
(1) Based on Piper Jaffray's 5/20/16 analysis.
(2) DSRF as of 4/30/16 and 5/19/16 and as provided by BNY Mellon.
(3) COI: $310,000, UWD: $6/bond, surety: 2.75%, bond insurance: 90 basis points.
Tax Allocation Refunding Bonds Series, 2016
Insured with Surety
$52,745,000
$59,665,000
9/1/2040
4.95%
3.08%
$4,497,434
7.54%
$12,181,117
$507,348
$35,170
$9,518
$11,311
$8,737
$89,879
$293
$34,501
$1,378
$629
$4,485
$1,598
$9,318
$58,085
$4,543
$178,197
$999
$49,439
$9,265
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City of.FIN01)
TABLE OF CONTENTS
Tustin Community Redevelopment Agency
2016 Pooled Tax Allocation Refunding Series
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Report Page
Sources and Uses of Funds . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 1
Savings. . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 2
Summary of Refunding Results . . . . . . . . . . . . . .
. . . . . . . . . . . . . 11
Bond Summary Statistics . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 12
Bond Pricing . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 15
Bond Debt Service . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 17
Summary of Bonds Refunded . . . . . . . . . . . . . .
. . . . . . . . . . . . . 19
Escrow Cash Flow . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 21
Escrow Cost . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 22
Escrow Descriptions . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 23
Escrow Requirements . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . 24
Escrow Statistics . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 25
Escrow Sufficiency . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . 26
Universal Formula Verification . . . . . . . . . . . . . .
. . . . . . . . . . . . . 27
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS)
SOURCES AND USES OF FUNDS
Tustin Community Redevelopment Agency
2016 Pooled Tax Allocation Refunding Series
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Dated Date 09/14/2016
Delivery Date 09/14/2016
2016 Refunding 2016 Refunding
of Tax of Tart
Allocation Allocation
Bonds, Series Housing Bonds,
Sources: 2010 Series 2010
Bond Proceeds:
Par Amount
Premium
Other Sources of Funds:
Prior DSRF Release (1)
(Finance 7.012 m:\Tustin, City o£FINOI) Page I
Total
34,360,000.00 18,385,000.00 52,745,000.00
6,969,731.30 3 596 744.60 10,566,475.90
41,329,731.30 21,981,744.60 63,311,475.90
2,828,667.62 1,828,282.97 4,656,950.59
44,158,398.92
23,810,027.57 67,968,426.49
2016 Refunding
2016 Refunding
of Tax
of Tax
Allocation
Allocation
Bonds, Series
Housing Bonds,
Uses: 2010
Series 2010 Total
Refunding Escrow Deposits:
Cash Deposit
0.41
0.84
1.25
SLGS Purchases
43,158,066.00
23,275 483 00
66 433 549.00
43,158,066.41
23,275,483.84
66,433,550.25
Delivery Date Expenses:
Cost of Issuance
201,945.21
108,054.79
310,000.00
Underwriter's Discount
206,160.00
110,310.00
316,470.00
Surety Qa 2.75%
74,475.29
39,849.48
114,324.77
Bond Insurance+90bps
514,256.03
275,162.90
789,418.93
996,836.53
533,377.17
1,530,213.70
Other Uses of Funds:
Additional Proceeds
3,495.98
1,166.56
4,662.54
44,158,398.92
23,810,027.57
67,968,426.49
Note: (1) As of 4/30/2016 and 5/19/2016 and as provided by BNY Mellon
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City of:FIN01) Page 2
SAVINGS
Tustin Community Redevelopment Agency
Date
2016 Pooled Tax Allocation Refunding Series
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Prior Refunding
Debt Service Debt Service Savings
Present Value
to 09/14/2016
(a 2.4714207%
09/01/2017
4,652,531.25
4,157,264.31
495,266.94
487,000.26
09/01/2018
4,646,131.25
4,132,450.00
513,681.25
491,454.76
09/01/2019
4,652,131.25
4,137,350.00
514,781.25
480,415.79
09/01/2020
4,649,931.25
4,138,350.00
511,581.25
465,810.12
09/01/2021
4,654,731.25
4,141,550.00
513,181.25
455,878.31
09/01/2022
4,649,887.50
4,131,750.00
518,137.50
449,044.37
09/01/2023
4,652,662.50
4,140,000.00
512,662.50
433,558.32
09/01/2024
4,653,437.50
4,138,000.00
515,437.50
425,334.72
09/01/2025
4,650,187.50
4,136,000.00
514,187.50
413,955.85
09/01/2026
4,651,187.50
4,138,750.00
512,437.50
402,484.88
09/01/2027
4,649,350.00
4,135,750.00
513,600.00
393,565.51
09/01/2028
4,236,425.00
3,722,000.00
514,425.00
384,588.89
09/01/2029
3,788,925.00
3,272,750.00
516,175.00
376,470.62
09/01/2030
3,787,675.00
3,270,500.00
517,175.00
367,984.37
09/01/2031
3,786,175.00
3,268,750.00
517,425.00
359,165.77
09/01/2032
3,787,662.50
3,272,250.00
515,412.50
349,020.42
09/01/2033
3,788,062.50
3,270,500.00
517,562.50
341,896.59
09/01/2034
3,792,125.00
3,278,500.00
513,625.00
330,992.96
09/01/2035
3,789,350.00
3,270,500.00
518,850.00
326,164.58
09/01/2036
3,789,737.50
3,277,000.00
512,737.50
314,427.48
09/01/2037
3,787,775.00
3,272,000.00
515,775.00
308,532.31
09/01/2038
3,788,212.50
3,270,750.00
517,462.50
301,946.13
09/01/2039
3,785,537.50
3,267,750.00
517,787.50
294,718.00
09/01/2040
2,824,500.00
2,472,750.00
351,750.00
195,311.50
99,894,331.25
87,713,214.31
12,181,116.94
9,149,722.51
SavingsSu n
PV of savings from cash flow 9,149,722.51
Less: Prior funds on hand 14,656,950.59
Plus: Refunding funds on hand 4,662.54
Net PV Savings 4,497,434.46
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City of.FIN01) Page 3
SAVINGS
Date
Prior
Debt Service
Tustin Community Redevelopment Agency
2016 Pooled Tax Allocation Refunding Series
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Refunding Annual
Debt Service Savings Savings
Present Value
to 09/14/2016
@ 2.4714207%
03/01/2017
1,433,765.63
1,158,539.31
275,226.32
272,108.08
09/01/2017
3,218,765.63
2,998,725.00
220,040.63
495,266.94
214,892.18
03/01/2018
1,398,065.63
1,231,225.00
166,840.63
160,948.09
09/01/2018
3,248,065.63
2,901,225.00
346,840.63
513,681.25
330,506.68
03/01/2019
1,361,065.63
1,206,175.00
154,890.63
145,794.68
09/01/2019
3,291,065.63
2,931,175.00
359,890.63
514,781.25
334,621.11
03/01/2020
1,322,465.63
1,171,675.00
150,790.63
138,491.59
09/01/2020
3,327,465.63
2,966,675.00
360,790.63
511,581.25
327,318.52
03/01/2021
1,282,365.63
1,135,775.00
146,590.63
131,367.46
09/01/2021
3,372,365.63
3,005,775.00
366,590.63
513,181.25
324,510.85
03/01/2022
1,239,943.75
1,098,375.00
141,568.75
123,788.85
09/01/2022
3,409,943.75
3,033,375.00
376,568.75
518,137.50
325,255.52
03/01/2023
1,193,831.25
1,050,000.00
143,831.25
122,715.64
09/01/2023
3,458,831.25
3,090,000.00
368,831.25
512,662.50
310,842.68
03/01/2024
1,144,218.75
999,000.00
145,218.75
120,893.20
09/01/2024
3,509,218.75
3,139,000.00
370,218.75
515,437.50
304,441.51
03/01/2025
1,085,093.75
945,500.00
139,593.75
113,390.77
09/01/2025
3,565,093.75
3,190,500.00
374,593.75
514,187.50
300,565.08
03/01/2026
1,023,093.75
889,375.00
133,718.75
105,983.09
09/01/2026
3,628,093.75
3,249,375.00
378,718.75
512,437.50
296,501.80
03/01/2027
959,675.00
830,375.00
129,300.00
99,994.32
09/01/2027
3,689,675.00
3,305,375.00
384,300.00
513,600.00
293,571.19
03/01/2028
893,212.50
768,500.00
124,712.50
94,106.43
09/01/2028
3,343,212.50
2,953,500.00
389,712.50
514,425.00
290,482.46
03/01/2029
831,962.50
713,875.00
118,087.50
86,945.23
09/01/2029
2,956,962.50
2,558,875.00
398,087.50
516,175.00
289,525.39
03/01/2030
778,837.50
667,750.00
111,087.50
79,806.74
09/01/2030
3,008,837.50
2,602,750.00
406,087.50
517,175.00
288,177.63
03/01/2031
723,087.50
619,375.00
103,712.50
72,700.60
09/01/2031
3,063,087.50
2,649,375.00
413,712.50
517,425.00
286,465.17
03/01/2032
663,831.25
568,625.00
95,206.25
65,118.58
09/01/2032
3,123,831.25
2,703,625.00
420,206.25
515,412.50
283,901.84
03/01/2033
601,531.25
515,250.00
86,281.25
57,582.22
09/01/2033
3,186,531.25
2,755,250.00
431,281.25
517,562.50
284,314.37
03/01/2034
536,062.50
459,250.00
76,812.50
50,019.16
09/01/2034
3,256,062.50
2,819,250.00
436,812.50
513,625.00
280,973.80
03/01/2035
467,175.00
400,250.00
66,925.00
42,523.15
09/01/2035
3,322,175.00
2,870,250.00
451,925.00
518,850.00
283,641.43
03/01/2036
394,868.75
338,500.00
56,368.75
34,946.84
09/01/2036
3,394,868.75
2,938,500.00
456,368.75
512,737.50
279,480.64
03/01/2037
318,887.50
273,500.00
45,387.50
27,456.07
09/01/2037
3,468,887.50
2,998,500.00
470,387.50
515,775.00
281,076.24
03/01/2038
239,106.25
205,375.00
33,731.25
19,909.81
09/01/2038
3,549,106.25
3,065,375.00
483,731.25
517,462.50
282,036.32
03/01/2039
155,268.75
133,875.00
21,393.75
12,321.23
09/01/2039
3,630,268.75
3,133,875.00
496,393.75
517,787.50
282,396.77
03/01/2040
67,250.00
58,875.00
8,375.00
4,706.35
09/01/2040
2,757,250.00
2,413,875.00
343,375.00
351,750.00
190,605.15
99,894,331.25
87,713,214.31
12,181,116.94
12,181,116.94
9,149,722.51
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City o£FINOI) Page 4
SAVINGS
Tustin Community Redevelopment Agency
2016 Pooled Tax Allocation Refunding Series
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Savings Summary
PV of savings from cash flow 9,149,722.51
Less: Prior funds on hand 4,656,950.59
Plus: Refunding funds on hand 4,662.54
Net PV Savings 4,497,434.46
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City oFFIN01) Page 5
SAVINGS
Tustin Community Redevelopment Agency
Date
2016 Refunding of Tax Allocation Bonds, Series 2010
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Present Value
Prior Refunding to 09/14/2016
Debt Service Debt Service Savings Q 2.4714207%
09/01/2017
2,825,725.00
2,487,428.61
338,296.39
332,569.97
09/01/2018
2,823,325.00
2,473,900.00
349,425.00
334,290.66
09/01/2019
2,824,525.00
2,473,550.00
350,975.00
327,543.49
09/01/2020
2,824,125.00
2,473,750.00
350,375.00
319,020.40
09/01/2021
2,827,125.00
2,477,550.00
349,575.00
310,539.94
09/01/2022
2,823,325.00
2,469,750.00
353,575.00
306,428.06
09/01/2023
2,825,087.50
2,476,000.00
349,087.50
295,213.73
09/01/2024
2,826,762.50
2,474,500.00
352,262.50
290,652.42
09/01/2025
2,824,762.50
2,475,500.00
349,262.50
281,153.37
09/01/2026
2,824,762.50
2,473,750.00
351,012.50
275,661.78
09/01/2027
2,824,925.00
2,474,250.00
350,675.00
268,690.23
09/01/2028
2,827,000.00
2,476,750.00
350,250.00
261,829.08
09/01/2029
2,827,000.00
2,476,000.00
351,000.00
255,980.08
09/01/2030
2,823,250.00
2,472,000.00
351,250.00
249,903.76
09/01/2031
2,825,750.00
2,474,750.00
351,000.00
243,623.25
09/01/2032
2,824,000.00
2,473,750.00
350,250.00
237,160.50
09/01/2033
2,823,000.00
2,469,000.00
354,000.00
233,832.44
09/01/2034
2,827,500.00
2,475,500.00
352,000.00
226,824.67
09/01/2035
2,827,000.00
2,472,500.00
354,500.00
222,841.70
09/01/2036
2,826,500.00
2,475,250.00
351,250.00
215,394.33
09/01/2037
2,825,750.00
2,473,250.00
352,500.00
210,864.26
09/01/2038
2,824,500.00
2,471,500.00
353,000.00
205,987.24
09/01/2039
2,822,500.00
2,469,750.00
352,750.00
200,793.43
09/01/2040
2,824,500.00
2,472,750.00
351,750.00
195,311.50
67,802,700.00
59,382,678.61
8,420,021.39
6,302,110.29
Savings Summate
PV of savings from cash flow 6,302,110.29
Less: Prior funds on hand -2,828,667.62
Plus: Refunding funds on hand 3,495.98
Net PV Savings 3,476,938.65
May 23, 2016 5:30 Pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City of.FIN01) Page 6
SAVINGS
Tustin Community Redevelopment Agency
Date
2016 Refunding of Tax Allocation Housing Bonds, Series 2010
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Present Value
Prior Refunding to 09/14/2016
Debt Service Debt Service Savings @ 2.4714207%
09/01/2017
1,826,806.25
1,669,835.69
156,970.56
154,430.29
09/01/2018
1,822,806.25
1,658,550.00
164,256.25
157,164.10
09/01/2019
1,827,606.25
1,663,800.00
163,80625
152,872.30
09/01/2020
1,825,806.25
1,664,600.00
161,206.25
146,789.72
09/01/2021
1,827,606.25
1,664,000.00
163,606.25
145,338.37
09/01/2022
1,826,562.50
1,662,000.00
164,562.50
142,616.31
09/01/2023
1,827,575.00
1,664,000.00
163,575.00
138,344.59
09/01/2024
1,826,675.00
1,663,500.00
163,175.00
134,682.30
09/01/2025
1,825,425.00
1,660,500.00
164,925.00
132,802.47
09/01/2026
1,826,425.00
1,665,000.00
161,425.00
126,823.11
09/01/2027
1,824,425.00
1,661,500.00
162,925.00
124,875.28
09/01/2028
1,409,425.00
1,245,250.00
164,175.00
122, 759.81
09/01/2029
961,925.00
796,750.00
165,175.00
120,490.54
09/01/2030
964,425.00
798,500.00
165,925.00
118,080.61
09/01/2031
960,425.00
794,000.00
166,425.00
115,542.52
09/01/2032
963,662.50
798,500.00
165,162.50
111,859.93
09/01/2033
965,062.50
801,500.00
163,562.50
108,064.15
09/01/2034
964,625.00
803,000.00
161,625.00
104,168.29
09/01/2035
962,350.00
798,000.00
164,350.00
103,322.88
09/01/2036
963,237.50
801,750.00
161,487.50
99,033.15
09/012037
962,025.00
798,750.00
163,275.00
97,668.04
09/01/2038
963,712.50
799,250.00
164,462.50
95,958.89
09/01/2039
963,037.50
798,000.00
165,037.50
93,924.57
32,091,631.25
28,330,535.69
3,761,095.56
2,847,612.22
Savings Summary
PV of savings from cash flow
2,847,612.22
Less: Prior funds on hand
-1,828,282.97
Plus: Refunding funds on hand
1,166.56
Net PV Savings
1,020,495.81
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City of:FIN01) Page 7
SAVINGS
Date
Tustin Community Redevelopment Agency
2016 Refunding of Tax Allocation Bonds, Series 2010
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Prior Refunding Annual
Debt Service Debt Service Savings Savings
Present Value
to 09/14/2016
@ 2.4714207%
03/01/2017
945,362.50
763,978.61
181,383.89
179,328.86
09/01/2017
1,880,362.50
1,723,450.00
156,912.50
338,296.39
153,241.11
03/01/2018
926,662.50
814,450.00
112,212.50
108,249.34
09/01/2018
1,896,662.50
1,659,450.00
237,212.50
349,425.00
226,041.33
03/01/2019
907,262.50
801,775.00
105,487.50
99,292.75
09/01/2019
1,917,262.50
1,671,775.00
245,487.50
350,975.00
228,250.74
03/01/2020
887,062.50
784,375.00
102,687.50
94,311.93
09/01/2020
1,937,062.50
1,689,375.00
247,687.50
350,375.00
224,708.46
03/01/2021
866,062.50
766,275.00
99,787.50
89,424.75
09/01/2021
1,961,062.50
1,711,275.00
249,787.50
349,575.00
221,115.19
03/01/2022
844,162.50
747,375.00
96,787.50
84,631.77
09/01/2022
1,979,162.50
1,722,375.00
256,787.50
353,575.00
221,796.29
03/01/2023
820,043.75
723,000.00
97,043.75
82,796.93
09/01/2023
2,005,043.75
1,753,000.00
252,043.75
349,087.50
212,416.80
03/01/2024
793,381.25
697,250.00
96,131.25
80,028.34
09/01/2024
2,033,381.25
1,777,250.00
256,131.25
352,262.50
210,624.08
03/01/2025
762,381.25
670,250.00
92,131.25
74,837.40
09/01/2025
2,062,381.25
1,805,250.00
257,131.25
349,262.50
206,315.97
03/01/2026
729,881.25
641,875.00
88,006.25
69,752.18
09/01/2026
2,094,881.25
1,831,875.00
263,006.25
351,012.50
205,909.60
03/01/2027
697,462.50
612,125.00
85,337.50
65,995.86
09/01/2027
2,127,462.50
1,862,125.00
265,337.50
350,675.00
202,694.37
03/01/2028
663,500.00
580,875.00
82,625.00
62,347.75
09/01/2028
2,163,500.00
1,895,875.00
267,625.00
350,250.00
199,481.33
03/01/2029
626,000.00
548,000.00
78,000.00
57,429.69
09/01/2029
2,201,000.00
1,928,000.00
273,000.00
351,000.00
198,550.40
03/01/2030
586,625.00
513,500.00
73,125.00
52,533.97
09/01/2030
2,236,625.00
1,958,500.00
278,125.00
351,250.00
197,369.79
03/01/2031
545,375.00
477,375.00
68,000.00
47,666.78
09/01/2031
2,280,375.00
1,997,375.00
283,000.00
351,000.00
195,956.47
03/01/2032
502,000.00
439,375.00
62,625.00
42,833.86
09/01/2032
2,322,000.00
2,034,375.00
287,625.00
350,250.00
194,326.64
03/01/2033
456,500.00
399,500.00
57,000.00
38,040.55
09/01/2033
2,366,500.00
2,069,500.00
297,000.00
354,000.00
195,791.88
03/01/2034
408,750.00
357,750.00
51,000.00
33,210.44
09/01/2034
2,418,750.00
2,117,750.00
301,000.00
352,000.00
193,614.23
03/01/2035
358,500.00
313,750.00
44,750.00
28,433.48
09/01/2035
2,468,500.00
2,158,750.00
309,750.00
354,500.00
194,408.22
03/01/2036
305,750.00
267,625.00
38,125.00
23,636.30
09/01/2036
2,520,750.00
2,207,625.00
313,125.00
351,250.00
191,758.04
03/01/2037
250,375.00
219,125.00
31,250.00
18,903.93
09/01/2037
2,575,375.00
2,254,125.00
321,250.00
352,500.00
191,960.33
03/01/2038
192,250.00
168,250.00
24,000.00
14,165.96
09/01/2038
2,632,250.00
2,303,250.00
329,000.00
353,000.00
191,821.28
03/01/2039
131,250.00
114,875.00
16,375.00
9,430.80
09/01/2039
2,691,250.00
2,354,875.00
336,375.00
352,750.00
191,362.63
03/01/2040
67,250.00
58,875.00
8,375.00
4,706.35
09/01/2040
2,757,250.00
2,413,875.00
343,375.00
351,750.00
190,605.15
67,802,700.00
59,382,678.61
8,420,021.39
8,420,021.39
6,302,110.29
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City of.FIN01) Page 8
SAVINGS
Tustin Community Redevelopment Agency
2016 Refunding of Tax Allocation Bonds, Series 2010
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Savings Summary
PV of savings from cash flow 6,302,110.29
Less: Prior funds on hand -2,828,667.62
Plus: Refunding funds on hand 3,495.98
Net PV Savings 3,476,938.65
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City of:FIN01) Page 9
SAVINGS
Date
Tustin Community Redevelopment Agency
2016 Refunding of Tax Allocation Housing Bonds, Series 2010
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Prior Refunding Annual
Debt Service Debt Service Savings Savings
Present Value
to 09/14/2016
@ 2.4714207%
03/01/2017
488,403.13
394,560.69
93,842.43
92,779.22
09/01/2017
1,338,403.13
1,275,275.00
63,128.13
156,970.56
61,651.07
03/01/2018
471,403.13
416,775.00
54,628.13
52,698.75
09/01/2018
1,351,403.13
1,241,775.00
109,628.13
164,256.25
104,465.35
03/01/2019
453,803.13
404,400.00
49,403.13
46,501.93
09/01/2019
1,373,803.13
1,259,400.00
114,403.13
163,806.25
106,370.38
03/01/2020
435,403.13
387,300.00
48,103.13
44,179.66
09/01/2020
1,390,403.13
1,277,300.00
113,103.13
161,206.25
102,610.06
03/01/2021
416,303.13
369,500.00
46,803.13
41,942.71
09/01/2021
1,411,303.13
1,294,500.00
116,803.13
163,606.25
103,395.66
03/01/2022
395,781.25
351,000.00
44,781.25
39,157.08
09/01/2022
1,430,781.25
1,311,000.00
119,781.25
164,562.50
103,459.23
03/01/2023
373,787.50
327,000.00
46,787.50
39,918.71
09/01/2023
1,453,787.50
1,337,000.00
116,787.50
163,575.00
98,425.88
03/01/2024
350,837.50
301,750.00
49,087.50
40,864.87
09/01/2024
1,475,837.50
1,361,750.00
114,087.50
163,175.00
93,817.43
03/01/2025
322,712.50
275,250.00
47,462.50
38,553.37
09/01/2025
1,502,712.50
1,385,250.00
117,462.50
164,925.00
94,249.10
03/01/2026
293,212.50
247,500.00
45,712.50
36,230.91
09/01/2026
1,533,212.50
1,417,500.00
115,712.50
161,425.00
90,592.20
03/01/2027
262,212.50
218,250.00
43,962.50
33,998.45
09/01/2027
1,562,212.50
1,443,250.00
118,962.50
162,925.00
90,876.82
03/01/2028
229,712.50
187,625.00
42,087.50
31,758.68
09/01/2028
1,179,712.50
1,057,625.00
122,087.50
164,175.00
91,001.13
03/01/2029
205,962.50
165,875.00
40,087.50
29,515.55
09/01/2029
755,962.50
630,875.00
125,087.50
165,175.00
90,974.99
03/01/2030
192,212.50
154,250.00
37,962.50
27,272.77
09/01/2030
772,212.50
644,250.00
127,962.50
165,925.00
90,807.84
03/01/2031
177,712.50
142,000.00
35,712.50
25,033.82
09/01/2031
782,712.50
652,000.00
130,712.50
166,425.00
90,508.69
03/01/2032
161,831.25
129,250.00
32,581.25
22,284.72
09/01/2032
801,831.25
669,250.00
132,581.25
165,162.50
89,575.21
03/01/2033
145,031.25
115,750.00
29,281.25
19,541.67
09/01/2033
820,031.25
685,750.00
134,281.25
163,562.50
88,522.49
03/01/2034
127,312.50
101,500.00
25,812.50
16,808.72
09/01/2034
837,312.50
701,500.00
135,812.50
161,625.00
87,359.57
03/01/2035
108,675.00
86,500.00
22,175.00
14,089.66
09/01/2035
853,675.00
711,500.00
142,175.00
164,350.00
89,233.21
03/01/2036
89,118.75
70,875.00
18,243.75
11,310.55
09/01/2036
874,118.75
730,875.00
143,243.75
161,487.50
87,722.60
03/01/2037
68,512.50
54,375.00
14,137.50
8,552.14
09/01/2037
893,512.50
744,375.00
149,137.50
163,275.00
89,115.90
03/01/2038
46,856.25
37,125.00
9,731.25
5,743.85
09/01/2038
916,856.25
762,125.00
154,731.25
164,462.50
90,215.04
03/01/2039
24,018.75
19,000.00
5,018.75
2,890.43
09/01/2039
939,018.75
779,000.00
160,018.75
165,037.50
91,034.14
32,091,631.25
28,330,535.69
3,761,095.56
3,761,095.56
2,847,612.22
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City of FIN01) Page 10
SAVINGS
Tustin Community Redevelopment Agency
2016 Refunding of Tax Allocation Housing Bonds, Series 2010
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Savings Summary
PV of savings from cash flow 2,847,612.22
Less: Prior funds on hand -1,828,282.97
Plus: Refunding funds on hand 1,166.56
Net PV Savings 1,020,495.81
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City ofFIN01) Page 11
I.tii1�fS/_\ti'(U,YiI7fil�la7l�itl:i.9.Yif �1ii.Y
Tustin Community Redevelopment Agency
2016 Pooled Tax Allocation Refunding Series
Assumes'A' Underlying Rating
Insured Interest Rates for May
18, 2016
2016 Refunding
2016 Refunding
of Tax
of Tax
Allocation
Allocation
Bonds, Series
Housing Bonds,
2010
Series 2010
Total
Dated Date
09/14/2016
09/14/2016
09/14/2016
Delivery Date
09/14/2016
09/14/2016
09/14/2016
Arbitrage Yield
2.471421%
2.471421%
2.471421%
Escrow Yield
0.722016%
1.016452%
0.868043%
Value of Negative Arbitrage
1,382,894.18
1,131,288.81
2,514,182.99
Bond Par Amount
34,360,000.00
18,385,000.00
52,745,000.00
True Interest Cost
3.196063%
2.796049%
3.077577%
Net Interest Cost
3.624211%
3.194711%
3.501211%
Average Coupon
4.966697%
4.919122%
4.953073%
Average Life
14.663
10.997
13.385
Par amount of refunded bonds
39,255,000.00
20,410,000.00
59,665,000.00
Average coupon of refunded bonds
4.944581%
5.039031%
4.971628%
Average life of refunded bonds
14.673
11.324
13.527
PV of prior debt
50,787,620.74
25,348,235.05
76,135,855.78
Net PV Savings
3,476,938.65
1,020,495.81
4,497,434.46
Percentage savings of refunded bonds
8.857314%
4.999979%
7.537810%
Percentage savings of refunding bonds
10.119146%
5.550698%
8.526750%
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City of:FIN01) Page 12
BOND SUMMARY STATISTICS
Tustin Community Redevelopment Agency
2016 Pooled Tax Allocation
Refunding Series
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Dated Date
09/14/2016
Delivery Date
09/14/2016
Last Maturity
09/01/2040
Arbitrage Yield
2.471421%
True Interest Cost (TIC)
3.077577%
Net Interest Cost (NIC)
3.501211%
All -In TIC
3.273299%
Average Coupon
4.953073%
Average Life (years)
13.385
Weighted Average Maturity (years)
13.531
Duration of Issue (years)
10.141
Par Amount
52,745,000.00
Bond Proceeds
63,311,475.90
Total Interest
34,968,214.31
Net Interest
24,718,208.41
Total Debt Service
87,713,214.31
Maximum Annual Debt Service
4,157,264.31
Average Annual Debt Service
3,660,224.55
Underwriter's Fees (per $1000)
2.471421%
Average Takedown
Other Fee
6.000000
Total Underwriter's Discount 6.000000
Bid Price 119.433133
Par
Average
Average
Bond Component
Value
Price Coupon
Life
Serial Bond
41,805,000.00
120.225 4.928%
11.021
Term Bond 2040
10,940,000.00
119.299 5.000%
22.420
+ Premium (Discount)
52,745,000.00
10,566,475.90
13.385
All -In
Arbitrage
TIC
TIC
Yield
Par Value
52,745,000.00
52,745,000.00
52,745,000.00
+Accrued Interest
+ Premium (Discount)
10,566,475.90
10,566,475.90
10,566,475.90
- Underwriter's Discount
-316,470.00
-316,470.00
- Cost of Issuance Expense
-310,000.00
- Other Amounts
-903,743.70
-903,743.70
Target Value
62,995,005.90
61,781,262.20
62,407,732.20
Target Date
09/14/2016
09/14/2016
09/142016
Yield
3.077577%
3.273299%
2.471421%
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City ofFIN01) Page 13
BOND SUMMARY STATISTICS
Tustin Community Redevelopment Agency
2016 Refunding of Tax Allocation Bonds, Series 2010
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Dated Date 09/14/2016
Delivery Date 09/14/2016
Last Maturity 09/01/2040
Arbitrage Yield 2.471421%
True Interest Cost (TIC) 3,196063%
Net Interest Cost (NIC) 3.624211%
All -In TIC 3.379011%
Average Coupon 4.966697%
Average Life (years) 14.663
Weighted Average Maturity (years) 14.773
Duration of Issue (years) 10.829
Par Amount 34,360,000.00
Bond Proceeds 41,329,731.30
Total Interest 25,022,678.61
Net Interest 18,259,107.31
Total Debt Service 59,382,678.61
Maximum Annual Debt Service 2,487,428.61
Average Annual Debt Service 2,478,006.76
Underwriter's Fees (per $1000)
Average Takedown
Other Fee 6.000000
Total Underwriter's Discount 6.000000
Bid Price 119.684433
Par
Average
Average
Bond Component
Value
Price Coupon
Life
Serial Bond
25,595,000.00
120.622 4.945%
11.970
Term Bond 2040
8,765,000.00
119.299 5.000%
22.525
34,360,000.00
14.663
All -In
Arbitrage
TIC
TIC
Yield
Par Value
34,360,000.00
34,360,000.00
34,360,000.00
+Accrued Interest
+ Premium (Discount)
6,969,731.30
6,969,731.30
6,969,731.30
-Underwriter'sDiscount
-206,160.00
-206,160.00
- Cost of Issuance Expense
-201,945.21
- Other Amounts
-588,731.32
-588,731.32
Target Value
41,123,571.30
40,332,894.77
40,740,999.98
Target Date
09/14/2016
09/14/2016
09/14/2016
Yield
3.196063%
3.379011%
2.471421%
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City ofFIN01) Page 14
BOND SUMMARY STATISTICS
Tustin Community Redevelopment Agency
2016 Refunding of Tax Allocation Housing Bonds, Series 2010
Assumes'A' Underlying
Rating
Insured Interest Rates for
May 18, 2016
Dated Date
09/14/2016
Delivery Date
09/14/2016
Last Maturity
09/01/2039
Arbitrage Yield
2.471421%
True Interest Cost (TIC)
2.796049%
Net Interest Cost (NIC)
3.194711%
All -In TIC
3.022476%
Average Coupon
4.919122%
Average Life (years)
10.997
Weighted Average Maturity (years)
11.195
Duration of Issue (years)
8.793
Par Amount
18,385,000.00
Bond Proceeds
21,981,744.60
Total Interest
9,945,535.69
Net Interest
6,459,101.09
Total Debt Service
28,330,535.69
Maximum Annual Debt Service
1,669,835.69
Average Annual Debt Service
1,233,699.39
Underwriter's Fees (per $1000)
Average Takedown
Other Fee
6.000000
Total Underwriters Discount 6.000000
Bid Price 118.963473
Par
Average
Average
Bond Component
Value
Price Coupon
Life
Serial Bond
16,210,000.00
119.599 4.894%
9.521
Tenn Bond 2040
2,175,000.00
119.299 5.000%
21.996
+ Premium (Discount)
18,385,000.00
3,596,744.60
10.997
All -In
Arbitrage
TIC
TIC
Yield
Par Value
18,385,000.00
18,385,000.00
18,385,000.00
+ Accrued Interest
+ Premium (Discount)
3,596,744.60
3,596,744.60
3,596,744.60
- Underwriters Discount
-110,310.00
-110,310.00
- Cost of Issuance Expense
-108,054.79
- Other Amounts
-315,012.38
-315,012.38
Target Value
21,871,434.60
21,448,367.43
21,666,732.22
Target Date
09/14/2016
09/14/2016
09/14/2016
Yield
2.796049%
3.022476%
2.471421%
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May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City of.FIN01) Page 17
BOND DEBT SERVICE
Tustin Community Redevelopment Agency
Period
Ending
2016 Pooled Tax Allocation Refmding Series
Assumes W Underlying Rating
Insured Interest Rates for May 18, 2016
Principal Coupon Interest
Debt Service
09/01/2017
1,750,000
2.000%
2,407,264.31
4,157,264.31
09/01/2018
1,670,000
3.000%
2,462,450.00
4,132,450.00
09/01/2019
1,725,000
4.000%
2,412,350.00
4,137,350.00
09/01/2020
1,795,000
4.000%
2,343,350.00
4,138,350.00
09/01/2021
1,870,000
4.000%
2,271,550.00
4,141,550.00
09/01/2022
1,935,000
5.000%
2,196,750.00
4,131,750.00
09/01/2023
2,040,000
5.000%
2,100,000.00
4,140,000.00
09/01/2024
2,140,000
5.000%
1,998,000.00
4,138,000.00
09/01/2025
2,245,000
5.000%
1,891,000.00
4,136,000.00
09/01/2026
2,360,000
5.000%
1,778,750.00
4,138,750.00
09/01/2027
2,475,000
5.000%
1,660,750.00
4,135,750.00
09/01/2028
2,185,000
5.000%
1,537,000.00
3,722,000.00
09/01/2029
1,845,000
5.000%
1,427,750.00
3,272,750.00
09/01/2030
1,935,000
5.000%
1,335,500.00
3,270,500.00
09/01/2031
2,030,000
5.000%
1,238,750.00
3,268,750.00
09/01/2032
2,135,000
5.000%
1,137,250.00
3,272,250.00
09/01/2033
2,240,000
5.000%
1,030,500.00
3,270,500.00
09/01/2034
2,360,000
5.000%
918,500.00
3,278,500.00
09/01/2035
2,470,000
5.000%
800,500.00
3,270,500.00
09/01/2036
2,600,000
5.000%
677,000.00
3,277,000.00
09/01/2037
2,725,000
5.000%
547,000.00
3,272,000.00
09/01/2038
2,860,000
5.000%
410,750.00
3,270,750.00
09/01/2039
3,000,000
5.000%
267,750.00
3,267,750.00
09/01/2040
2,355,000
5.000%
117,750.00
2,472,750.00
52,745,000
34,968,214.31
87,713,214.31
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City ofFIN01) Page 18
BOND DEBT SERVICE
Period
Ending
Principal
Tustin Community Redevelopment Agency
2016 Pooled Tax Allocation Refunding Series
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Coupon Interest Debt Service
Annual
Debt Service
03/01/2017
1,158,539.31
1,158,539.31
09/01/2017
1,750,000
2.000%
1,248,725.00
2,998,725.00
4,157,264.31
03/01/2018
1,231,225.00
1,231,225.00
09/01/2018
1,670,000
3.000%
1,231,225.00
2,901,225.00
4,132,450.00
03/01/2019
1,206,175.00
1,206,175.00
09/01/2019
1,725,000
4.000%
1,206,175.00
2,931,175.00
4,137,350.00
03/01/2020
1,171,675.00
1,171,675.00
09/01/2020
1,795,000
4.000%
1,171,675.00
2,966,675.00
4,138,350.00
03/01/2021
1,135,775.00
1,135,775.00
09/01/2021
1,870,000
4.000%
1,135,775.00
3,005,775.00
4,141,550.00
03/01/2022
1,098,375.00
1,098,375.00
09/01/2022
1,935,000
5.000%
1,098,375.00
3,033,375.00
4,131,750.00
03/01/2023
1,050,000.00
1,050,000.00
09/01/2023
2,040,000
5.000%
1,050,000.00
3,090,000.00
4,140,000.00
03/01/2024
999,000.00
999,000.00
09/01/2024
2,140,000
5.000%
999,000.00
3,139,000.00
4,138,000.00
03/01/2025
945,500.00
945,500.00
09/01/2025
2,245,000
5.000%
945,500.00
3,190,500.00
4,136,000.00
03/01/2026
889,375.00
889,375.00
09/01/2026
2,360,000
5.000%
889,375.00
3,249,375.00
4,138,750.00
03/01/2027
830,375.00
830,375.00
09/01/2027
2,475,000
5.000%
830,375.00
3,305,375.00
4,135,750.00
03/01/2028
768,500.00
768,500.00
09/01/2028
2,185,000
5.000%
768,500.00
2,953,500.00
3,722,000.00
03/01/2029
713,875.00
713,875.00
09/01/2029
1,845,000
5,000%
713,875.00
2,558,875.00
3,272,750.00
03/01/2030
667,750.00
667,750.00
09/01/2030
1,935,000
5.000%
667,750.00
2,602,750.00
3,270,500.00
03/012031
619,375.00
619,375.00
09/012031
2,030,000
5.000%
619,375.00
2,649,375.00
3,268,750.00
03/012032
568,625.00
568,625.00
09/012032
2,135,000
5.000%
568,625.00
2,703,625.00
3,272,250.00
03/01/2033
515,250.00
515,250.00
09/01/2033
2,240,000
5.000%
515,250.00
2,755,250.00
3,270,500.00
03/01/2034
459,250.00
459,250.00
09/01/2034
2,360,000
5.000%
459,250.00
2,819,250.00
3,278,500.00
03/01/2035
400,250.00
400,250.00
09/01/2035
2,470,000
5.000%
400,250.00
2,870,250.00
3,270,500.00
03/012036
338,500.00
338,500.00
09/01/2036
2,600,000
5.000%
338,500.00
2,938,500.00
3,277,000.00
03/012037
273,500.00
273,500.00
09/01/2037
2,725,000
5,000%
273,500.00
2,998,500.00
3,272,000.00
03/01/2038
205,375.00
205,375.00
09/012038
2,860,000
5.000%
205,375.00
3,065,375.00
3,270,750.00
03/012039
133,875.00
133,875.00
09/01/2039
3,000,000
5.000%
133,875.00
3,133,875.00
3,267,750.00
03/01/2040
58,875.00
58,875.00
09/01/2040
2,355,000
5.000%
58,875.00
2,413,875.00
2,472,750.00
52,745,000
34,968,214.31
87,713,214.31
87,713,214.31
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City ofFIN01) Page 19
SUMMARY OF BONDS REFUNDED
Bond
Tustin Community Redevelopment Agency
2016 Refunding of Tax Allocation Bonds, Series 2010
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Maturity Interest Par Call
Date Rate Amount Date
Call
Price
Tax Allocation Bonds (MCAS - Tustin Redevelopment
Project Area), Series 2010, MCAS:
SERIAL
09/01/2017
4.000%
935,000.00
09/01/2018
4.000%
970,000.00
09/01/2019
4.000%
1,010,000.00
09/01/2018
102.000
09/01/2020
4.000%
1,050,000.00
09/01/2018
102.000
09/01/2021
4.000%
1,095,000.00
09/01/2018
102.000
09/01/2022
4.250%
1,135,000.00
09/01/2018
102.000
09/01/2023
4.500%
1,185,000.00
09/01/2018
102.000
09/01/2024
5.000%
1,240,000.00
09/01/2018
102.000
09/01/2025
5.000%
1,300,000.00
09/01/2018
102.000
09/01/2026
4.750%
1,365,000.00
09/01/2018
102.000
09/01/2027
4.750%
1,430,000.00
09/01/2018
102.000
09/01/2028
5.000%
1,500,000.00
09/01/2018
102.000
09/01/2029
5.000%
1,575,000.00
09/01/2018
102.000
09/01/2030
5.000%
1,650,000.00
09/01/2018
102.000
TERM32
09/01/2032
5.000%
3,555,000.00
09/01/2018
102.000
TERM35
09/01/2035
5.000%
6,030,000.00
09/01/2018
102.000
TERM40
09/01/2040
5.000%
12,230,000.00
09/01/2018
102.000
39,255,000.00
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp &c Associates (AVS) (Finance 7.012 m:\Tustin, City oEFIN01) Page 20
SUMMARY OF BONDS REFUNDED
Tustin Community Redevelopment Agency
2016 Refunding of Tax Allocation Housing Bonds, Series 2010
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Bond
Maturity
Date
Interest
Rate
Par
Amount
Call
Date
Call
Price
Tax Allocation Housing
Bonds, Series
2010, HOUSE:
SERIAL
09/01/2017
4.000%
850,000.00
09/01/2018
4.000%
880,000.00
09/01/2019
4.000%
920,000.00
09/01/2020
4.000%
955,000.00
09/01/2021
4.125%
995,000.00
09/01/2020
100.000
09/01/2022
4.250%
1,035,000.00
09/01/2020
100.000
09/01/2023
4.250%
1,080,000.00
09/01/2020
100.000
09/01/2024
5.000%
1,125,000.00
09/01/2020
100.000
09/01/2025
5.000%
1,180,000.00
09/01/2020
100.000
TERM30
09/01/2030
5.000%
4,620,000.00
09/01/2020
100.000
TERM39
09/01/2039
5.250%
6,770,000.00
09/01/2020
100.000
20,410,000.00
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City offIN01) Page 21
ESCROW CASH FLOW
Escrow Cost Summary
Purchase date 09/14/2016
Purchase cost of securities 66,433,549.00
Tustin Community Redevelopment Agency
2016 Pooled Tax Allocation Refunding Series
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Net Escrow
Date
Principal Interest
Receipts
03/01/2017
1,193,168.00 240,596.96
1,433,764.96
09/01/2017
2,947,352.00 271,414.75
3,218,766.75
03/01/2018
1,140,862.00 257,202.86
1,398,064.86
09/01/2018
41,091,399.00 253,666.19
41,345,065.19
03/01/2019
350,121.00 103,682.59
453,803.59
09/01/2019
1,271,538.00 102,264.60
1,373,802.60
03/01/2020
338,733.00 96,669.83
435,402.83
09/01/2020
18,100,376.00 95,026.97
18,195,402.97
66,433,549.00 1,420,524.75
67,854,073.75
Escrow Cost Summary
Purchase date 09/14/2016
Purchase cost of securities 66,433,549.00
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City ofFIN01) Page 22
ESCROW COST
Tustin Community Redevelopment Agency
2016 Pooled Tax Allocation Refunding Series
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Type of Maturity Par Total
Security Date Amount Rate Cost
SLGS 03/01/2017 1,193,168 0.340% 1,193,168.00
SLGS 09/01/2017 2,947,352 0.500% 2,947,352.00
SLGS 03/01/2018 1,140,862 0.620% 1,140,862.00
SLGS 09/01/2018 41,091,399 0.730% 41,091,399.00
SLGS 03/01/2019 350,121 0.810% 350,121.00
SLGS 09/01/2019 1,271,538 0.880% 1,271,538.00
SLGS 03/01/2020 338,733 0.970% 338,733.00
SLGS 09/01/2020 18,100,376 1.050% 18,100,376.00
66,433,549 66,433,549.00
Purchase Cost of Cash Total
Date Securities Deposit Escrow Cost
09/14/2016 66,433,549 1.25 66,433,550.25
66,433,549 1.25 66,433,550.25
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City oflFIN01) Page 23
ESCROW DESCRIPTIONS
SLGS Summary
SLGS Rates File 04MAY16
Total Certificates of Indebtedness 4,140,520.00
Total Notes 62,293,029.00
Total original SLGS 66,433,549.00
Tustin Community Redevelopment Agency
2016 Pooled Tax Allocation Refunding Series
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Type of
Type of
Maturity First Int Par
Max
Security
SLGS
Date Pmt Date Amount
Rate
Rate
Sep 14,2016:
SLGS
Certificate
03/01/2017 03/01/2017 1,193,168
0.340%
0.340%
SLGS
Certificate
09/01/2017 09/012017 2,947,352
0.500%
0.500%
SLGS
Note
03/01/2018 03/01/2017 1,140,862
0.620%
0.620%
SLGS
Note
09/01/2018 03/01/2017 41,091,399
0.730%
0.730%
SLGS
Note
03/01/2019 03/01/2017 350,121
0.810%
0.810%
SLGS
Note
09/01/2019 03/01/2017 1,271,538
0.880%
0.880%
SLGS
Note
03/01/2020 03/01/2017 338,733
0.970%
0.970%
SLGS
Note
09/012020 03/01/2017 18,100,376
1.050%
1.050%
66,433,549
SLGS Summary
SLGS Rates File 04MAY16
Total Certificates of Indebtedness 4,140,520.00
Total Notes 62,293,029.00
Total original SLGS 66,433,549.00
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City of.FIN01) Page 24
ESCROW REQUIREMENTS
Tustin Community Redevelopment Agency
2016 Pooled Tax Allocation Refimding Series
Assumes W Underlying Rating
Insured Interest Rates for May 18, 2016
Period
Principal Redemption
Ending
Principal
Interest Redeemed Premium
Total
09/01/2017
1,785,000.00
2,867,531.25
4,652,531.25
09/01/2018
1,850,000.00
2,796,131.25 37,350,000.00 747,000.00
42,743,131.25
09/01/2019
920,000.00
907,606.25
1,827,606.25
09/01/2020
955,000.00
870,806.25 16,805,000.00
18,630,806.25
5,510,000.00
7,442,075.00 54,155,000.00 747,000.00
67,854,075.00
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May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City oF.FIN01) Page 26
ESCROW SUFFICIENCY
Tustin Community Redevelopment Agency
2016
Pooled Tax Allocation Refunding
Series
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Escrow
Net Escrow
Excess
Excess
Date
Requirement
Receipts
Receipts
Balance
09/14/2016
1.25
1.25
1.25
03/01/2017
1,433,765.63
1,433,764.96
-0.67
0.58
09/01/2017
3,218,765.63
3,218,766.75
1.13
1.71
03/01/2018
1,398,065.63
1,398,064.86
-0.76
0.95
09/01/2018
41,345,065.63
41,345,065.19
-0.43
0.52
03/01/2019
453,803.13
453,803.59
0.46
0.98
09/01/2019
1,373,803.13
1,373,802.60
-0.53
0.45
03/01/2020
435,403.13
435,402.83
-0.30
0.16
09/01/2020
18,195,403.13
18,195,402.97
-0.15
0.00
67,854,075.00
67,854,075.00
0.00
May 23, 2016 5:30 pm Prepared by Fieldman, Rolapp & Associates (AVS) (Finance 7.012 m:\Tustin, City of FIN01) Page 27
UNIVERSAL FORMULA VERIFICATION
Tustin Community Redevelopment Agency
2016 Pooled Tax Allocation Refunding Series
Assumes'A' Underlying Rating
Insured Interest Rates for May 18, 2016
Component Formula
Value
ISS
310,000
310,000.00
ISS
.60/c of Par Amount
316,470.00
SURETY
10% of Reasonable Paz Amount• 2.75%
174,106.56
SURETY
Maximum annual Debt Service • 2.75%
114,324.77
SURETY
125% of average annual adjusted Debt Service * 2.75%
125,820.22
SURETY
Surety @ 2.75%
114,324.77
INS
0.90% of total adjusted Debt Service
789,418.93
INS
Bond Insurance+90bps
789,418.93