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Home My WebLink About2018/01/29 Successor Agency Oversight Board Agenda Packet C‘.i... _ttvl.t F•4t P. oe 1FOP te City of Rohnert Park ♦ 130 Avram Avenue • Rohnert Park, California 94928 PHONE: (707) 588-2227 ♦ FAX: (707) 794-9248 • WEB:www.rpcity.org OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY CITY OF ROHNERT PARK (Successor Agency of the Former Community Development Commission of the City of Rohnert Park) SPECIAL ANNUAL MEETING AGENDA Monday,January 29, 2018, 4:00 p.m. MEETING LOCATION: CITY HALL - COUNCIL CHAMBER 130 Avram Avenue, Rohnert Park, California The Oversight Board welcomes your attendance, interest and participation at its public meetings. Oversight Board agendas and minutes may be viewed at the City of Rohnert Park website at: www.rpcity.org. PUBLIC HEARINGS The Oversight Board may discuss and/or take action on any or all of the items listed on this agenda. li you challenge decisions of the Oversight Board or the Successor Agency City of Rohnert Park in court, you may be limited to raising only those issues you or someone else raised at public hearing(s)described in this agenda, or in written correspondence delivered to the Successor Agency City of Rohnert Park,at, or prior to the public hearing(s). PUBLIC COMMENTS For public comment on items listed or not listed on the agenda, or on agenda items if unable to speak at the scheduled time(limited to three minutes per appearance and a 30 minute total time limit,or allocation of time based on number of speaker cards submitted) PLEASE FILL OUT A SPEAKER CARD PRIOR TO SPEAKING *SEE NOTE AT THE END OF THIS AGENDA Copies of all staff reports and documents subject to disclosure that relate to each item of business referred to on the agenda are available for public inspection before each regularly scheduled Board meeting at City Hall, located at 130 Avram Avenue. Any writings or documents subject to disclosure that are provided to all,or a majority of all,of the members of the Board regarding any item on this agenda after the agenda has been distributed will also be made available for inspection at City Hall during regular business hours. ANNOUNCEMENT: Please turn off all pagers, cellular telephones and all other communication devices upon entering the Rohnert Park Council Chamber. Use of these devices causes electrical interference with the sound recording and TV broadcast systems. OAK 114828-9933-4938 v2 Special Annual Meeting Agenda January 29, 2018 Oversight Board for the Successor Agency City of Rohnert Park Page 2 of 3 4:00 PM 1. CALL TO ORDER/ROLL CALL(Downey Jolley Mackenzie Thompson Zane_Pawson Masterson ) 2. PLEDGE OF ALLEGIANCE 3. PUBLIC COMMENTS Persons wishing to address the Board on any Consent Calendar item or on Successor Agency City of Rohnert Park business not listed on the Agenda may do so at this time. Each speaker will be allotted 3 minutes. Those wishing to address the Oversight Board on any report item listed on the Agenda should submit a "Speaker Card" to the Clerk before announcement of agenda item. 4. APPROVAL OF MINUTES A. Regular meeting of Oversight Board for Successor Agency City of Rohnert Park held on January 11,2017, at 2:00 PM 1. Board Motion/Discussion/Vote(Downey Jolley Mackenzie Thompson Zane Pawson Masterson ) 5. MEETING ITEMS A. Annual Recognized Obligation Payment Schedule(ROPS) 18-19 of the Successor Agency to the Former Community Development Commission of the City of Rohnert Park 1. Staff Report 2. Consideration of Resolution for adoption: Resolution No. OSB 2018-01 A Resolution of the Oversight Board for the Successor Agency City of Rohnert Park Approving the Annual Recognized Obligation Payment Schedule For July 1, 2018 —June 30,2019, ("ROPS 18-19"), Pursuant To Section 34177(o) of the California Health And Safety Code a. Board Motion/Discussion/Roll Call Vote(Downey Jolley Mackenzie_ Thompson Zane Pawson Masterson ) B. Refund Existing Tax Allocation Bonds 1. Staff Report 2. Consideration of Resolution for adoption: Resolution No. OSB 2018-02 A Resolution of the Oversight Board for the Successor Agency City of Rohnert Park Approving the Issuance and Sale of Tax Allocation Refunding Bonds by the Successor Agency to the Community Development Commission of the City of Rohnert Park and Authorizing Certain Other Actions In Connection Therewith a. Board Motion/ Discussion/Roll Call Vote(Downey_Jolley_Mackenzie Thompson _Zane_Pawson Masterson ) OAK#4828-9933-4938 v2 Special Annual Meeting Agenda January 29, 2018 Oversight Board for the Successor Agency City of Rohnert Park Page 3 of 3 C. Election of Officers 1. Staff Report 2. Nomination and Election of Officers 3. Consideration of Resolution for adoption: Resolution No. OSB 2018-03 A Resolution of the Oversight Board to the Successor Agency City of Rohnert Park Affirming Selection of Officers a. Board Motion/Discussion/ Roll Call Vote(Downey_Jolley_Mackenzie Thompson_Zane Pawson Masterson ) D. Receive Series 2007R Excess Bond Proceeds Expenditure Report 1. Staff Report b. INFORMATIONAL ITEM A. Transition to Countywide Oversight Board 7. NEW MATTERS FOR FUTURE CONSIDERATION 8. PUBLIC COMMENT ON NON-AGENDA ITEMS Members of the public may address the Oversight Board on matters that are within the Oversight Board's jurisdiction and not on today's calendar. Each speaker shall have up to three minutes to make pertinent public comments unless the Oversight Board adopts a shorter period. It is strongly recommended that members of the public who wish to address the Oversight Board should fill out a "Speaker Card"provided by the Clerk, and submit the completed card to the Clerk. 9. ADJOURNMENT DISABLED ACCOMMODATION If you have a disability which requires an interpreter or other person to assist you while attending this Board meeting, please contact the Clerk of the Board at(707)588-2205 at least 72 hours prior to the meeting to ensure arrangements for accommodation by the City. Please notify the Clerk's Office as soon as possible if you have a visual impairment requiring meeting materials to be produced in another format(Braille,audio-tape,etc.) OAK 44828-9933-4938 v2 This page left intentionally blank. ITEM 4A gpfir:ERT PAR, ., _ .s- CA LIPORNf1' MINUTES OF THE REGULAR MEETING OVERSIGHT BOARD TO THE SUCCESSOR AGENCY CITY OF ROHNERT PARK Wednesday,January 11,2017 Rohnert Park City Hall, Council Chambers 130 Avram Avenue, Rohnert Park, California 1. CALL TO ORDER The regular meeting of the Oversight Board to the Successor Agency City of Rohnert Park was called to order by Chair Mary Grace Pawson at 2:00 p.m. on January 11, 2017, in the Council Chambers,Rohnert Park City Hall, 130 Avram Avenue, Rohnert Park, California. Present: Mary Downey, Board Member Absent: Jake Mackenzie, Vice Chair Kate Jolley, Board Member Brian Masterson, Board Member Mike Thompson, Board Member Shirlee Zane, Board Member Mary Grace Pawson, Chair Staff present: City Manager Damn Jenkins,Clerk of the Board Eydie Tacata,Oversight Board Counsel Betsy Strauss(via telephone), Betsy Howze, John McArthur. Public representatives present: None. 2. PLEDGE OF ALLEGIANCE Led by Chair Pawson. 3. URGENCY ITEM Chair Pawson called for the Urgency Item. Clerk Tacata identified the Urgency Item as "Acceptance of Resignation of James Cerreta and Appointment of Mary Downey as Representative of the Sonoma County Office of Education"and requested that the Urgency Item be added to the regular agenda. Moved/seconded (Zane/Thompson) to add the item to the agenda,accept the resignation of James Cerreta from the Oversight Board and the appointment of Mary Downey as representative of the Sonoma County Office of Education to the Oversight Board. Motion carried by the following 6-0-1- 0 roll call vote: AYES: Downey, Jolley, Masterson,Thompson, Zane, Pawson; NOES: None; ABSENT: Mackenzie; ABSTENTIONS: None. 4. PUBLIC COMMENTS Chair Pawson opened the public comment period. There were no comments from the public. 5. APPROVAL OF MINUTES A. Regular meeting of Oversight Board for Successor Agency City of Rohnert Park held on April 13, 2016, at 2:00 PM Oversight Board— Minutes of Regular Meeting(Page 2 of 3) January 11,2017 Successor Agency City of Rohnert Park ACTION: Moved/seconded (Thompson/Masterson) to approve minutes of the regular meeting of April 13, 2016. Motion carried by the following 6-0-1-0 roll call vote: AYES: Downey, Jolley, Masterson, Thompson, Zane, Pawson; NOES: None; ABSENT: Mackenzie; ABSTENTIONS: None. 5. MEETING ITEMS A. Election of Officers Chair Pawson introduced the item. ACTION: Moved/seconded(Zane/Thompson) to elect Brian Masterson to Chair of the Oversight Board and Mary Grace Pawson to Vice Chair of the Oversight Board and adopt Resolution No. OSB 2017-01 A Resolution of the Oversight Board for the Successor Agency City of Rohnert Park Affirming Selection of Officers. Motion carried by the following 6-0-1-0 roll call vote: AYES: Downey,Jolley, Masterson, Thompson,Zane, Pawson; NOES: None; ABSENT: Mackenzie; ABSTENTIONS: None. B. Receive Series 2007R Excess Bond Proceeds Expenditure Report Chair Pawson announced the item. Staff member John McArthur gave the staff report for expenditures for the period of July—December 2016. Board Member Thompson asked about the Sports Center HVAC Feasibility Study Additional comments about recent Sports Center upgrades. C. Repayment Schedule for Amounts Owed to the City of Rohnert Park by the Former Community Development Commission of the City of Rohnert Park Chair Pawson announced the item. Staff member Betsy Howze gave the staff report. ACTION: Moved/seconded(Downey/Jolley) to adopt Resolution No. OSB 2017-02 A Resolution of the Oversight Board for the Successor Agency City of Rohnert Park Amending the Repayment Schedule for Amounts Owed to the City of Rohnert Park by the Former Community Development Commission of the City of Rohnert Park. Motion carried by the following 6-0-1-0 roll call vote: AYES: Downey,Jolley, Masterson, Thompson,Zane, Pawson; NOES: None; ABSENT: Mackenzie; ABSTENTIONS: None. D. Annual Recognized Obligation Payment Schedule(ROPS) 17-18 of the Successor Agency to the Former Community Development Commission of the City of Rohnert Park Chair Pawson announced the item. Staff member Betsy Howze gave the staff report. ACTION: Moved/seconded (Thompson/Downey) to adopt Resolution No. OSB 2017-03 A Resolution of the Oversight Board for the Successor Agency City of Rohnert Park Approving the Annual Recognized Obligation Payment Schedule For July 1, 2017—June 30, 2018, ("ROPS 17- 18"), Pursuant To Section 34177 (o)of the California Health And Safety Code. Motion carried by the following 6-0-1-0 roll call vote: AYES: Downey,Jolley, Masterson, Thompson, Zane, Pawson; NOES: None; ABSENT: Mackenzie; ABSTENTIONS: None. 6. NEW MATTERS FOR FUTURE CONSIDERATION City Manager Jenkins updated the Board on the disposition of two properties previously owned by the Redevelopment Agency, which included an empty parcel west of the Rohnert Park and Cotati Community Library and a parcel which had a veterinary office. The sale of the properties provided Oversight Board— Minutes of Regular Meeting(Page 3 of 3) January 11,2017 Successor Agency City of Rohnert Park approximately$510,000, which would be sent to Sonoma County to be distributed to the appropriate taxing entities. 7. PUBLIC COMMENT ON NON-AGENDA ITEMS There were no comments from the public. 8. ADJOURNMENT ACTION: Chair Pawson adjourned the meeting at 2:23 p.m. Eydie Tacata, Clerk of the Board Mary Grace Pawson,Chair Successor Agency City of Rohnert Park Oversight Board for the Successor Agency of Rohnert Park This page left intentionally blank. * oil NE °4 4* ITEM NO. 5A `� Mission Statement ,_: : 6' 'We Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow." A[1/out.W. CITY OF ROIINERT PARK OVERSIGHT BOARD AGENDA REPORT Meeting Date: January 29, 2018 Submitted By: Betsy Howze, Finance Director Prepared By: Betsy Howze, Finance Director Agenda Title: Approval of the Annual Recognized Obligation Payment Schedule (ROPS) 18-19 of the Successor Agency to the former Community Development Commission of the City of Rohnert Park RECOMMENDED ACTION: Consider and adopt the attached Resolution approving the Annual ROPS 18-19 (Recognized Obligation Payment Schedule for the period July 1, 2018 to June 30, 2019) of the Successor Agency to the former Community Development Commission of the City of Rohnert Park. BACKGROUND: Health & Safety Code Section 34177 (o) requires successor agencies to submit the Recognized Obligation Payment Schedule("ROPS") to the State Department of Finance("DOF"). The ROPS 18-19 must be submitted to the Sonoma County Auditor-Controller-Treasurer-Tax Collector, State Controller's Office and Department of Finance no later than February 1, 2018, after approval by the Oversight Board. ANALYSIS: The attached ROPS 18-19 addresses $5,677,134 in enforceable obligations to be paid from Redevelopment Property Tax Trust Funds ("RPTTF"). The enforceable obligations include bond debt payments, repayment of the City loan, use of bond proceeds, and the administrative cost allowance for the period July 1, 2018 to June 30, 2019. As previously reported, with the receipt of the Notice of Completion on April 26, 2013, the Successor Agency is eligible to include previously unallowable items beginning with the ROPS 14-15B. These include 1) repayment of a loan the City made to the former Community Development Commission and 2) expenditure of the proceeds of bonds issued prior to December 31, 2010 for infrastnicture projects. The first annual City loan repayment was made in the ROPS 14-15B period, and to date we have received $1,440,881. With an interest rate of 3%, we expect the balance to be $1,673,834 at June 30, 2018. All loan payments received by the City are required to first reduce the principal balance, and pay off the accreted interest second. Twenty percent of any loan repayment amount must be transferred to the Low and Moderate Income Housing Asset Fund. Based on the statutory limitations on the maximum annual repayment amount, no loan repayment may be made to the City for FY 18-19. 1 ITEM NO. 5A The former Community Development Commission loaned $10,055,725 of bond proceeds to the Public Facility Finance Fee Fund to build the Eastside Trunk Sewer Project. These funds are being repaid to the Successor Agency with developer fees as funds become available for capital improvements within the project area. We planned for $500,000 to be repaid to the Successor Agency during the FY 2017-18 ROPS cycle, but it is uncertain at this time if that will happen. The current outstanding balance per the ROPS schedule is $9,055,725, which may be reduced by $500,000 if the FY 2017-18 cycle payment is made. We are including a$500,000 request for the ROPS 18-19 cycle. Staff recommends that the Oversight Board consider and adopt the attached Resolution approving the ROPS 18-19. If approved, staff will submit the approved ROPS to the Sonoma County Auditor-Controller-Treasurer-Tax-Collector, State Controller's Office and the Depart- ment of Finance by February 1, 2018. In accordance with AB1484, staff will also post the approved ROPS on the Successor Agency's website. Department Head Approval Date: December 28,2017 Oversight Board Attorney Approval Date: January 3,2018 City Manager Approval Date: January 9,2018 Attachments: 1. Resolution approving ROPS 18-19 2. Exhibit A to Resolution: ROPS 18-19 RESOLUTION NO. OSB 2018-01 A RESOLUTION OF THE OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY CITY OF ROHNERT PARK APPROVING THE ANNUAL RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR JULY 1, 2018—JUNE 30,2019 ("ROPS 18-19"),PURSUANT TO SECTION 34177 (o) OF THE CALIFORNIA HEALTH AND SAFETY CODE WHEREAS, the Redevelopment Dissolution Law (AB 1X 26, enacted June 28, 2011, as amended by AB 1484, enacted June 27, 2012, and hereinafter, "Dissolution Law")provided for the creation of the Successor Agency City of Rohnert Park("Successor Agency"), as successor agency to the Community Development Commission of the City of Rohnert Park ("Commission") and required the Successor Agency, among other things, to expeditiously wind down the Commission's affairs, while continuing to meet the Commission's enforceable obligations and overseeing completion of redevelopment projects and disposing of the assets and properties of the Commission, all as directed by the oversight board created pursuant to Section 34179 of the Health and Safety Code("Oversight Board"); WHEREAS, Section 34177 (o) of the Health and Safety Code requires the Successor Agency, following approval by the Oversight Board, to submit to the State Department of Finance ("DOF"), the State Controller, and the Sonoma County Auditor-Controller-Treasurer- Tax Collector ("County Auditor") for review, the Recognized Obligation Payment Schedules ("ROPS") in the manner provided by the Department of Finance; WHEREAS, pursuant to the Dissolution Law, the ROPS for the period of July 1, 2018 to June 30, 2019 ("ROPS 18-19") must be submitted to the Sonoma County Auditor-Controller- Treasurer-Tax Collector, State Controller's Office and Department of Finance no later than February 1, 2018, after approval by the Oversight Board; WHEREAS, Successor Agency staff have prepared the attached ROPS, which was approved by the Successor Agency's governing board on January 23,2018; and WHEREAS, Successor Agency staff have submitted the attached ROPS to the Oversight Board for review and approval, and at the same time have provided a copy of the attached ROPS to the County Administrative Officer, the County Auditor and DOF, all as required pursuant to Health and Safety Code Section 34177 (o). NOW,THEREFORE,THE OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY CITY OF ROHNERT PARK DOES RESOLVE AS FOLLOWS: Section 1. The Recognized Obligation Payment Schedule for the period of July 1, 2018 to June 30, 2019 (`BOPS 18-19") in the form attached to this resolution and incorporated herein by reference, is hereby approved. Section 2. The staff of the Successor Agency is hereby directed to submit the ROPS to DOF, the State Controller and the County Auditor-Controller-Treasurer-Tax-Collector, and post the ROPS on the Successor Agency's website in accordance with Health and Safety Code Section OAK.. 22-SU97.41 10'.4 34177(1)(2)(C), and to cooperate with DOF to the extent necessary to obtain DOF's acceptance of the ROPS,correct clerical errors or omissions including, if necessary, making modifications to the ROPS determined by the City Manager to be reasonable and financially feasible to meet its legally required financial obligations. DULY AND REGULARLY ADOPTED by the Oversight Board for the Successor Agency City of Rohnert Park this 29'h day of January, 2018. OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY CITY OF ROHNERT PARK Mary Grace Pawson, Vice Chair ATTEST: Eydie Tacata,Clerk of the Board Downey: Jolley: Mackenzie: Thompson: Zane: Pawson: Masterson: AYES: ( ) NOES: ( ) ABSENT: ( ) ABSTAIN: ( ) OAK#4822-8097-4110 v4 O co ' V V co V co co coO Co 'a O O co0 c or--: N o r: O O N N u h to l!] r O, N [D U) ? N W co a 0 a tor tor v, O O ' ' N N O N C. C. T D7 O T O O O U O O (O LU A C co N -I- N N p inL0 0) t0 H • N N Co Cn L.+ co ro m co c r Cu v, to to ' ' ' • N N O (NA )) _ 0 ia C) rn ' OC rn rn l o (n � to -0 a Co N a p E N O N H V N N N a U T O 0 cz 7 CD v N E w w to m n co (r o o o z oo a a o cn o, ao D Q _ N O CC o (/) v C- O.) m U LL = 6 Ql O a) -c L (3) a, Cu C 0 o r_ c coo CU N _cco ,•,, �. _ Z CT]E m U a Q to CU >C_ d a p C a + O to LL a] o _ + Li.: - a Cu U w o v,O LL d m w 0o-p 0 N o u a.) 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W ti :7 2 - L m rn c N (n 0 C) UaLO m Rohnert Park Recognized Obligation Payment Schedule (ROPS 18.19) - ROPS Detail July 1, 2018 through June 30, 2019 Ro art Amounts in Whole Dollars A B c D E F O H I J K L M N O P O R B T U V W Item # Project Name/Debt Obligation Obligation Type Conlrect/Agreement Execution Data Contractftresment Termination Date Payee Description/Project Scope Project Area Total Outstanding Debt or Obligation Retired ROPS 1849 Total 18-19A Jul -December 1649A Total 18-198(January -June 18.198 Total Fund Sources Fund Sources Bond Proceeds Reserve Balance Other FINde RPTTF Adman RPTTF Bond Proceeds Reserve Balance Olher Funds RPTTF Admjn RPTTF 9 1?7798 7 5 S.fi77134 $ - S - $ - S 2.050,942 $ 125.D00 5 2.206942 S St1000D S - 3 - S 2246.192 S 125000 I S 1471.192 f 7n AN"dw n Bonds 8an&- issued On or Before 127f1999Bank Sands Issue fa land nrm- ouM S 830 0 930 000 212001 Tax Allocation Bonds Bonds Issued On or Before 12/31/10 9252001 8/12D20 Union Bank 19vnds rel-d g issue 1,640,750 N $ 819.800 $ 819.800 $ 819,800 3 :2007R Tax Allocation Bonds Bonds Issued On or Before 12/31/10 3262007 am/=? Union Bank Bonds issue for nonfiausing projects 29,098,441 N $ ,,441,018 1,022,804 $ 1,022,854 418,134 $ 415,134 4 2O07H Tax Alkcafiun Bands Bonds Issued On or Before 12/31/10 3292007 2/12036 Union Bank Bonds lesue to fund housing project 18,782,4 N $ 1,288,982 996,391 $ 996,391 292,591 $ 292,591 5 :2003 LRRB's 90% Paid by CDC Bonds Issued On or Before 12/31/10 7/172003 7/12025 Union Bank Loose Ruremre Reiandfng Bonvc 3,112,065 N $ 447,334 61,667 $ 61,607 385,567 $ 355,667 6 AdmlNslratWe AO mws Admin Costs 1/12014 451302014 City of Rohnert Park Support costs (e.g., Executive Director, CFO Level etc) 2011-02) 250,000 N $ 250,000 125,000 $ 125,000 125,000 $ 125,000 3 city General Fund Loan City/County Loan (Prior 11628/11) Cash exchanae 91152000 122036 City of Rohner Park Loan made by Cityor Rohnert Park "naval Furl 1,679,834 N $ 35 r4greement with the City of Rohnert (Park regarding expenditure or exceos hand piliceedis Bond Funded Project- Pre- 2011 •9242015 6/302016 City of Rohnert Park Transfer of bond proceeds that Nil be spent in a future ROPE period 9,055,725 N S 5110,900 $ 500,000 $ 500,000 38 N S S S 39 N S S S 4u w s s s 41 N S $ S 42 N S 3 S 43 N S S S 441 S s S 451 S S S 47 N S S S 48 N S S $ o _0 08 3 _ o V O> N O ,a ° O v N"l V + m N a 'O 13 c a V ° ? y 2 E m m 2 w 0 m .0 0 Ear) o m 3 'm a t m 5 N 16 1 c 7 N c o o o E V ° Q, L C m a D } s n W m C a a m m c m EYcm sr -0amm 0 .�' ,0 O0too E m v v m a ° m a) Ea a E U 'y O m m c o u va - u s c c[ EN am a + ~ cam , m 23c - s L pi ' ,- o o _ c w E C �rn L_ $i c o r = v c 3 gY� c m E co 2 2 m o E J W� ° ° E .0 Z c E a, n ` E 0 a3r- a m oo m o o vOU ° o c O n m O)u + m a N N auUmgnp oy .0c oN G U O p C C O .N a_ O M M O N 3 CO }p p 0 2 Iwo r C ,n i, m E a m EQ c t m e m C N ° 3 m Um ^dm, yrn 'L' ea 1 >.c m Uils O co ,Nn_ aj n u m u m C• c ce E c[ m u rn c 1°Ie N o E c E E c - L m C Cn U 3 O c V O j c m 1D O,74 m C ... > >O L N y N C 0 0 _ U a ap O O O c y a Q W U N a_^ N V N N V U a «° U U m N N F a! t C O r. en O ,n 7 • o LLr E c � m ,, tO e 0 ›. _ S F Q C E ti N O N c m a m 4 a v la ° = z A a N .c d ^- V c, No en en en co ,n sr m O co m O N r U C 61 c t' m n O of r, • E 0 L a en o N O u p b - o t c N N C m• m c :' r (p .D r N a L c. ., °y v m m a a N 2 8 a. 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E S , a, 2 � � c ao� � C m m m O IA m w m 0 ([ N U .m, ON m n c � L 3 a .ae- O N V .i C t O -° T m N m C U II sa u v 2 e IA 7, v a my co n = O m m V p ° 0 .0 c m A sr v m a4 .Ln o LL 2.m M et 2 � 8 12, E m A E 2 U w j L m a , > O c o h a C a C m N y Uco c QtQt c 3 ° gC 4y u _ = d E j N Q eta Q ^ II D- as .W i 8 r, m 1- a a 03 ° r W. m m 0_ 3 M a m R '' O C 3 C CO XCU w o QC m C wV s a 3 - < ' N N, f ,n a0 2 3 ra T iV O a) C C_ ar a) 00 Q Lei H RO„A[er p„,* ITEM NO. 5B Mission Statement " `' 63 "We Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow." Cl/IFORT"h CITY OF ROHNERT PARK OVERSIGHT BOARD AGENDA REPORT Meeting Date: January 29,2018 Department: Administration Submitted By: Darrin Jenkins,City Manager Agenda Title: Approval of Successor Agency, City Council, and Rohnert Park Financing Authority Resolutions to Refund Existing Tax Allocation Bonds RECOMMENDED ACTIONS: 1. The Oversight Board adopt a resolution of the Oversight Board to the Successor Agency to the Community Development Commission of the City of Rohnert Park approving the issuance and sale of tax allocation refunding bonds by the Successor Agency to the Community Development Commission of the City of Rohnert Park and authorizing certain other actions in connection therewith,with the intention of saving S192,000 per year. BACKGROUND: Redevelopment agencies were dissolved by the passage of ABx1 26 by the California Legislature. The California Supreme Court upheld the dissolution statute in December of 2011, and the dissolution occurred effective February 1, 2012. AB 1484, follow-up legislation to supplement and clarify various provisions,was passed in June of 2012. That statute added Health& Safety Code section 34177.5, subdivision(a)(1)of which includes language that permits successor agencies to refund bonds to effect savings. That section provides that a successor agency has the authority, right and power to issue bonds or incur other indebtedness to refund the bonds or other indebtedness of its former redevelopment agency or of the successor agency to provide savings to the successor agency, provided that: (A) For the purpose of issuing bonds or incurring other indebtedness to refund the bonds or other indebtedness of its former redevelopment agency or of the successor agency to provide savings to the successor agency, provided that(A) the total interest cost to maturity on the refunding bonds or other indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded,and (B) the principal amount of the funding bonds or other indebtedness shall not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance. If the foregoing conditions are satisfied, the initial principal amount of the refunding bonds or other indebtedness may be greater than the outstanding principal amount of the bonds or other indebtedness to be refunded. The successor agency may pledge to the refunding bond or other indebtedness the revenues pledged to ITEM NO. 5B the bonds or other indebtedness being refunded, and that pledge, when made in connection with the issuance of such refunding bonds or other indebtedness, shall have the same lien priority as the pledge of the bonds or other obligations to be refunded,and shall be valid,binding,and enforceable in accordance with its terms. (Health & Saf. Code, § 34177.5, subd.(a)(1).) As provided by AB 1484, a successor agency is not able to issue bonds that would increase the overall indebtedness associated with the previous issuances,or provide additional proceeds to be expended, but it can issue bonds to refund and effectuate cost savings as proposed. By refunding certain eligible bond issues, the debt service payments will be reduced and the taxing entities will receive additional revenues. Staff has identified such an opportunity which is presented in this agenda report. Prior to the dissolution of the Community Development Commission, the former Rohnert Park Community Development Commission issued certain prior bonds and obligations to finance redevelopment projects,detailed below(the"Bonds"): Outstanding Prior Bonds: 2001 Tax Allocation Bonds $2,225,000 2003 Lease Revenue Bonds $2,900,000 2007 Housing Tax Allocation Bonds $200,000 2007R Tax Allocation Bonds $18,070,000 Total Outstanding $23,395,000 The current outstanding principal amount of the prior Bonds is $23,395,000,and they bear interest rates ranging from 4.00% to 5.25%. It is anticipated that the refunding of the prior Bonds will produce an annual average reduction in bond payments of$192,000. This same reduction in annual bond payments frees up additional property tax revenues for distribution to the affected taxing entities. The City is one of the taxing entities that will benefit by these savings. Other taxing entities include,but are not limited to, the County, schools(K-12, community colleges and County Office of Education), the County Library, and other special districts. AB 1484 permits successor agencies to refund outstanding bonds and other obligations of a former redevelopment agency which requires the approval of the Successor Agency, Oversight Board and the California Department of Finance. Because the impact of the refunding would be to reduce the interest costs associated with the prior Bonds, it is anticipated that Department of Finance will approve the action. Successor agencies throughout the state have successfully refunded outstanding debt. The first step in moving forward with the refunding bonds was for the Successor Agency to adopt a resolution at its January 23, 2018 meeting to undertake proceedings for the issuance and sale of the Successor Agency to the Rohnert Park Community Development Commission Tax Allocation Refunding Bonds, Series 2018A (Tax Exempt)and 2018B (Taxable) (the"Refunding Bonds") to refund the Prior Bonds, approve the required legal documents and authorize all of the ITEM NO. 5B necessary actions relating to the proposed refinancing. Subsequent to the adoption of the resolution by the Successor Agency, the Oversight Board at tonight's meeting will consider adopting the required resolution accompanied by the Successor Agency resolution and the indenture of trust, escrow agreement,bond purchase agreement,continuing disclosure certificate and the debt service savings report. Once the Oversight Board has approved their resolution, they are required to be forwarded to the California Department of Finance who has up to sixty days to approve the Oversight Board resolution. ANALYSIS: AB 1484 allows outstanding tax allocation bonds to be refunded subject to review and approval of the Department of Finance. Staff has determined, in consultation with its Financial Advisor, that the current bond market conditions are favorable for the issuance of the Refunding Bonds to refund existing tax allocation bonds. The attached Debt Service Savings Analysis Report,based on market conditions as of January 8, 2018,shows the refmancing of the prior Bonds is projected to generate net present value savings of approximately S2.5 million over the life of the indebtedness. The average annual savings are projected to be$192,000 beginning in 2018 and continuing through the Refunding Bonds fmal maturity in 2037. The term of the Refunding Bonds is the same as the original term of the currently outstanding indebtedness and will not be extended. Any debt service savings as a result of the refunding will increase the amount of residual tax increment revenues that can be distributed to all taxing entities, including the City. The dissolution law provides that such refinancings are subject to the approval of the Successor Agency, Oversight Board, and the Department of Finance. The proposed action starts this process. If these prior Bonds are refinanced,any savings accrued will increase the amount of residual property tax (previously known as tax increment)available for distribution to the taxing entities. REFUNDING PROCESS: It is anticipated that the refunding will take approximately 4 months to complete. The key milestones to complete the refunding are identified below: • Successor Agency approving resolution to refund the Prior Bonds and approving legal documents(Approved on January 23,2018) • 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 (January 30,2018) • Secure underlying credit ratings and debt service reserve fund surety(March 2018) • Receive Department of Finance's Approval (March 2018) • Successor Agency approval of the Preliminary Official Statement and remaining financing documents(March 2018) • Negotiated sale of Refunding Bonds(April 2018) • Bond Closing(May 2018) 3 ITEM NO. 5B FISCAL IMPACT: The fiscal impact of the issuance of the Refunding Bonds will result in the average annual reduction in bond payments of approximately$192,000. This same reduction in annual bond payments frees up additional property tax revenues for distribution to affected taxing entities. This will result in an average annual increase of$40,000 in property tax revenues to the City starting in 2018 and continuing through the final maturity in 2037,as a result of the refunding. These are estimated savings based on current market conditions as of January 8, 2018 and are subject to change. Finance Director Approval Date: January 12,2018 Oversight Board Attorney Approval Date: January 17, 2018 City Manager Approval Date: January 19, 2018 Attachments (list in packet assembly order): 1. Resolution of the Oversight Board 2. Indenture of Trust 3. Escrow Agreement 4. Bond Purchase Agreement 5. Continuing Disclosure Certificate 6. Debt Service Savings Analysis Report 4 RESOLUTION NO. OSB 2018-02 RESOLUTION OF THE OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY CITY OF ROHNERT PARK APPROVING THE ISSUANCE AND SALE OF TAX ALLOCATION .REFUNDING BONDS BY THE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the Community Development Commission of the City of Rohnert Park (the "Prior Agency")was a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers under and pursuant to the provisions of the Community Redevelopment Law(Part 1 of Division 24 of the Health and Safety Code of the State of California) (the "Law"), and the powers of the Prior Agency included the power to issue bonds for any of its corporate purposes; WHEREAS, the Redevelopment Plan for the Rohnert Park Redevelopment Project was adopted and approved, and subsequently amended, in compliance with all requirements of the Law, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan, as amended,have been duly complied with; WHEREAS, the Prior Agency has previously incurred the obligations listed on Exhibit A hereto(collectively,the"Prior Obligations"); WHEREAS, on June 28, 2011, the California Legislature adopted ABx1 26 (the "Dissolution Act")and ABx1 27 (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 dissolution of the redevelopment component of the Prior Agency as of February 1,2012; WHEREAS, the redevelopment powers, assets and obligations of the Prior Agency were transferred on February 1, 2012, to the Successor Agency to the Community Development Commission of the City of Rohnert Park(the"Successor Agency"); WHEREAS, on or about June 27, 2012, AB 1484 was adopted as a trailer bill in connection with the 2012-13 State of California Budget; WHEREAS, California Health and Safety Code Section 34177.5(aXI) authorizes successor agencies to refund outstanding bonds or other indebtedness provided that: (i)the total interest cost to maturity on the refunding bonds or other indebtedness, plus the principal amount of the refunding bonds or other indebtedness, does not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded, plus the remaining principal of the bonds or other indebtedness to be refunded; and (ii) the principal amount of the refunding bonds or other indebtedness does not exceed the amount required to defcase the bonds or other indebtedness to be refunded, to establish customary debt service reserves and to pay related costs of issuance; WHEREAS, California Health and Safety Code Section 34177.5(a)(2) authorizes successor agencies to issue bonds or other indebtedness to finance debt service spikes, including balloon maturities, provided that: (i) the existing indebtedness is not accelerated, except to the extent necessary to achieve substantially level debt service; and (ii)the principal amount of the bonds or other indebtedness shall not exceed the amount required to finance the debt service spikes, including establishing customary debt service reserves and paying related costs of issuance; WHEREAS, the Oversight Board for the Successor Agency City of Rohnert Park (the "Oversight Board") now desires to authorize and approve the issuance of tax allocation refunding bonds(the"2018 Bonds") in an aggregate principal amount sufficient to refund all or a portion of the Prior Obligations pursuant to AB 1484, and to irrevocably set aside a portion of the proceeds of such 2018 Bonds in a separate segregated trust fund which will be used to refund the outstanding Prior Obligations being refunded, to pay costs in connection with the issuance of the 2018 Bonds and to make certain other deposits as required by the Indenture(as defined below); WHEREAS, the 2018 Bonds shall be secured by a pledge of property tax revenues authorized by California Health and Safety Code Section 34177.5(a) and (g), pursuant to the provisions of Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code(the"Bond Law");and WHEREAS, the Oversight Board desires to approve all matters relating to the issuance and sale of the 2018 Bonds as required by Sections 34177.5 (f) and 34180 of the Health and Safety Code of the State of California. BE IT RESOLVED by the Oversight Board for the Successor Agency City of Rohnert Park that it does hereby find, determine, resolve and order as follows: Section 1. Each of the foregoing recitals is true and correct. Section 2. The issuance by the Successor Agency to the Community Development Commission of the City of Rohnert Park of the 2018 Bonds in an aggregate principal amount sufficient to refund all or a portion of the Prior Obligations for the purposes of achieving debt service savings and/or financing debt service spikes and paying any associated costs or fees in connection with such refunding, and the pledge of property tax revenues to the 2018 Bonds pursuant to the Indenture approved by Section 2 of the Successor Agency Resolution (as authorized by California Health and Safety Code Section 34177.5(a) and (g)) is hereby approved. The 2018 Bonds may be issued as a single issue, or from time to time in separate series, each of which may be issued on a taxable or tax-exempt basis, as the Successor Agency shall determine. The approval of the issuance of the 2018 Bonds by the Successor Agency and the Oversight Board shall constitute the approval of each and every separate series of 2018 Bonds and the sale of the 2018 Bonds at a public or private sale. The outstanding principal amount of the Prior Obligations that will be refunded is $23,395,000, and they bear interest rates ranging from 4.00% to 5.25%. It is anticipated that the refunding of the Prior Obligations will produce significant reductions (well over $100,000) in debt service payments, although actual reductions in debt service may differ from current projections based on market conditions when the 2018 Bonds are sold. Any debt service savings will result in the receipt by the City of increased property tax revenues. This same reduction in annual debt service payments on the Prior Obligations frees up additional property tax revenues for distribution to other affected taxing entities, such as the County of Sonoma, schools (K-12, community colleges and the County Office of Education), the County Library and other special districts. Section 3. The Successor Agency is authorized and directed to prepare, approve and execute such other documents, including, as necessary, a Bond Purchase Agreement, a private placement memorandum, an Official Statement, a Continuing Disclosure Agreement, Escrow Agreements for the Prior Obligations and any additional agreements as may be required to carry out the purposes hereof without the need for any further approval from the Oversight Board. Section 4. The Chair of the Oversight Board and the other officers and members of staff having responsibility for the affairs of the Oversight Board are hereby authorized and directed to execute such documents and certificates as they determine are necessary or appropriate to assist the Successor Agency in the issuance of the 2018 Bonds. Section 5. Pursuant to the provisions of California Health and Safety Code Section 34177.5(f), the Successor Agency is expressly authorized to recover its related costs in connection with the transaction approved hereby, irrespective of whether the 2018 Bonds are issued. Section 6. This Resolution shall take effect immediately upon its adoption. DULY AND REGULARLY ADOPTED this 29th day of January, 2018. OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY CITY OF ROIINERT PARK Mary Grace Pawson, Vice Chair ATTEST: Eydie Tacata, Clerk of the Board Downey: Jolley: Mackenzie: Thompson: Zane: Pawson: Masterson: AYES:( ) NOES:( ) ABSENT: ( ) ABSTAIN: ( ) EXHIBIT A PRIOR OBLIGATIONS 1. Payments due with respect to the Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Project, Tax Allocation Bonds, Series 2001 pursuant to the Rohnert Park Senior Center Loan Agreement by and between the Prior Agency and the Rohnert Park Financing Authority,dated as of June 1, 2001 2. Ninety percent(90%)of the payments due with respect to the Rohnert Park Financing Authority Lease Revenue Refunding Bonds, Series 2003 pursuant to the Second Amendment to Reimbursement Agreement, dated as of July 1, 2003, by and between the City of Rohnert Park and the Community Development Commission of the City of Rohnert Park 3. Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Project,Housing Tax Allocation Bonds, Series 2007H 4. Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Project, Tax Allocation Bonds, Series 2007R Attachment 2 to Item 5B Staff Report [Cover page only -CLICK HERE to go to the full text of the document] INDENTURE OF TRUST Dated as of[May I,2018] by and between the SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK and MUFG UNION BANK,N.A., as Trustee Relating to ($Series 2018A Bond Amount) SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK TAX ALLOCATION REFUNDING BONDS,SERIES 2018A [$Series 2018B Bond Amount] SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF TIIE CITY OF ROHNERT PARK TAX ALLOCATION REFUNDING BONDS,SERIES 2018B(FEDERALLY TAXABLE) Stradling Yocca Carlson & Rauth Draft of 1/16/18 INDENTURE OF TRUST Dated as of[May 1,2018] by and between the SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK and MUFG UNION BANK,N.A., as Trustee Relating to [$Series 2018A Bond Amount] SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK TAX ALLOCATION REFUNDING BONDS, SERIES 2018A Merles 2018B Bond Amount] SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK TAX ALLOCATION REFUNDING BONDS, SERIES 2018B (FEDERALLY TAXABLE) TABLE OF CONTENTS Page ARTICLE I DETERMINATIONS; DEFINITIONS Section 1.01 Findings and Determinations 3 Section 1.02 Definitions 3 Section 1.03 Rules of Construction 13 ARTICLE II AUTHORIZATION AND TERMS Section 2.01 Authorization of 2018 Bonds 14 Section 2.02 Terms of 2018 Bonds 14 Section 2.03 Redemption of 2018 Bonds 16 Section 2.04 Form of 2018 Bonds 18 Section 2.05 Execution of Bonds 19 Section 2.06 Transfer of Bonds 19 Section 2.07 Exchange of Bonds 19 Section 2.08 Registration of Bonds 20 Section 2.09 [Reserved] 20 Section 2.10 Bonds Mutilated, Lost, Destroyed or Stolen 20 Section 2.11 Book-Entry System 20 Section 2.12 Applicability of Provisions to Parity Debt 22 ARTICLE III DEPOSIT AND APPLICATION; ADDITIONAL DEBT Section 3.01 Issuance of Bonds 22 Section 3.02 Application of Proceeds of Sale and Certain Other Amounts 22 Section 3.03 Establishment and Application of Bond Proceeds Fund 23 Section 3.04 Costs of Issuance Fund 23 Section 3.05 Issuance of Parity Debt 23 Section 3.06 Issuance of Subordinate Debt 24 ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS Section 4.01 Security of Bonds; Equal Security 24 Section 4.02 Redevelopment Obligation Retirement Fund; Special Fund; Deposit of Pledged Tax Revenues 25 Section 4.03 Deposit of Amounts by Trustee 26 Section 4.04 [Provisions Relating to 2018 Insurance Policy 29 Section 4.05 [Provisions Relating to 2018 Reserve Policy 32 Section 4.06 Rebate Fund 34 ARTICLE V OTHER COVENANTS OF THE SUCCESSOR AGENCY Section 5.01 Punctual Payment 35 Section 5.02 Limitation on Additional Indebtedness; Against Encumbrances 36 Section 5.03 Extension of Payment 36 Section 5.04 Payment of Claims 36 TABLE OF CONTENTS (continued) Page Section 5.05 Books and Accounts; Financial Statements 36 Section 5.06 Protection of Security and Rights of Owners 37 Section 5.07 Payments of Taxes and Other Charges 37 Section 5.08 Taxation of Leased Property 37 Section 5.09 Disposition of Property 37 Section 5.10 Maintenance of Pledged Tax Revenues 37 Section 5.11 Tax Covenants 37 Section 5.12 Continuing Disclosure 38 Section 5.13 Compliance with the Dissolution Act 39 Section 5.14 Further Assurances 40 Section 5.15 Last and Final Recognized Obligation Payment Schedule 40 ARTICLE VI THE TRUSTEE Section 6.01 Duties, Immunities and Liabilities of Trustee 40 Section 6.02 Merger or Consolidation 42 Section 6.03 Liability of Trustee 42 Section 6.04 Right to Rely on Documents and Opinions 44 Section 6.05 Preservation and Inspection of Documents 45 Section 6.06 Compensation and Indemnification 45 Section 6.07 Deposit and Investment of Moneys in Funds 45 Section 6.08 Accounting Records and Financial Statements 47 Section 6.09 Other Transactions with Successor Agency 47 ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 7.01 Amendment With And Without Consent of Owners 47 Section 7.02 Effect of Supplemental Indenture 48 Section 7.03 Endorsement or Replacement of Bonds After Amendment 48 Section 7.04 Amendment by Mutual Consent 48 Section 7.05 Opinion of Counsel 48 Section 7.06 Copy of Supplemental Indenture to S&P 49 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 8.01 Events of Default and Acceleration of Maturities 49 Section 8.02 Application of Funds Upon Acceleration 50 Section 8.03 Power of Trustee to Control Proceedings 51 Section 8.04 Limitation on Owner's Right to Sue 51 Section 8.05 Non-Waiver 52 Section 8.06 Actions by Trustee as Attorney-in-Fact 52 Section 8.07 Remedies Not Exclusive 52 Section 8.08 Determination of Percentage of Bondowners 52 ii TABLE OF CONTENTS (continued) Page ARTICLE IX MISCELLANEOUS Section 9.01 Special Obligations 53 Section 9.02 Benefits Limited to Parties 53 Section 9.03 Successor is Deemed Included in All References to Predecessor 53 Section 9.04 Discharge of Indenture 53 Section 9.05 Execution of Documents and Proof of Ownership by Owners 54 Section 9.06 Disqualified Bonds 55 Section 9.07 Waiver of Personal Liability 55 Section 9.08 Destruction of Cancelled Bonds 55 Section 9.09 Notices 55 Section 9.10 Partial Invalidity 56 Section 9.11 Unclaimed Moneys 56 Section 9.12 Execution in Counterparts 56 Section 9.13 Governing Law 57 Signatures S-1 EXHIBIT A FORM OF SERIES 2018A BOND A-1 EXHIBIT B FORM OF SERIES 2018B BOND B-1 EXHIBIT C LIST OF REFUNDED OBLIGATIONS C-1 EXHIBIT D LIST OF PASS-THROUGH AGREEMENTS D-1 iii INDENTURE OF TRUST THIS INDENTURE OF TRUST (this "Indenture") made and entered into and dated as of [May 1, 2018], by and between the SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK, a public entity duly existing under the laws of the State of California (the "Successor Agency"), as successor to the redevelopment activities of the Community Development Commission of the City of Rohnert Park (the "Former Agency"), and MUFG UNION BANK, N.A., a national banking association duly organized and existing under the laws of the United States of America, as trustee(the"Trustee"); WITNESSETH: WHEREAS, the Former Agency was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of Part 1 of Division 24 of the Health and Safety Code of the State (collectively, as amended, the "Law"), including the power to issue bonds and incur debt for any of its corporate purposes; WHEREAS, the Redevelopment Plan for the Rohnert Park Redevelopment Project (the '`Project Area") of the Former Agency was adopted and subsequently amended, in compliance with all requirements of the Law, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan, as amended, have been duly complied with; WHEREAS, in order to finance and refinance redevelopment activities within or of benefit to the Project Area, the Former Agency issued the Senior Obligations and issued certain other outstanding bonds and entered into certain outstanding loan agreements listed on Exhibit C hereto (collectively, the"Refunded Obligations"); WHEREAS, by implementation of California Assembly Bill X1 26 approved by the Governor of the State of California on June 28, 2011, which amended provisions of the Law, and the California Supreme Court's decision in California Redevelopment Association v. Matosantos, the redevelopment components of the Former Agency were dissolved on February 1, 2012 in accordance with California Assembly Bill Xl 26 (as amended, the "Dissolution Act"), and on February 1, 2012, the Successor Agency, in accordance with a resolution adopted by the City Council of the City on November 1, 2011 and pursuant to the Dissolution Act, assumed certain redevelopment components, including the redevelopment-related duties and obligations, of the Former Agency as provided in the Dissolution Act, including, without limitation, the obligations of the Former Agency under the Senior Obligations, the Refunded Obligations and the related documents to which the Former Agency was a party; WHEREAS, on or about June 27, 2012, AB 1484 was adopted as a trailer bill in connection with the 2012-13 State of California Budget; and WHEREAS, California Health and Safety Code Section 34177.5(a)(1) authorizes successor agencies to refund outstanding bonds or other indebtedness provided that: (i) the total interest cost to maturity on the refunding bonds or other indebtedness, plus the principal amount of the refunding bonds or other indebtedness, does not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded, plus the remaining principal of the bonds or other indebtedness to be refunded; and (ii) the principal amount of the refunding bonds or other indebtedness does not exceed the amount required to defease the bonds or other indebtedness to be refunded, to establish customary debt service reserves and to pay related costs of issuance; and WHEREAS, California Health and Safety Code Section 34177.5(a)(2) authorizes successor agencies to issue bonds or other indebtedness to finance debt service spikes, including balloon maturities, provided that: (i) the existing indebtedness is not accelerated, except to the extent necessary to achieve substantially level debt service; and (ii) the principal amount of the bonds or other indebtedness shall not exceed the amount required to finance the debt service spikes, including establishing customary debt service reserves and paying related costs of issuance; and WHEREAS, said Section 34177.5 also authorizes the Successor Agency to issue bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the "Refunding Law") for the purposes and within the parameters set forth in said Section 34177.5; WHEREAS, the Successor Agency desires to refund or prepay, as applicable, some or all of the Refunded Obligations pursuant to AB 1484 in order to achieve debt service savings and/or finance debt service spikes; and WHEREAS, in order to provide moneys to refund the Refunded Obligations (as defined herein) in accordance with Sections 34177.5(a)(1) and 34177.5(a)(2), the Successor Agency has determined to issue its Tax Allocation Refunding Bonds, Series 2018A (the "Series 2018A Bonds") and its Tax Allocation Refunding Bonds, Series 2018A (Federally Taxable) (the "Series 2018B Bonds" and, together with the Series 2018A Bonds, the "2018 Bonds"), which 2018 Bonds are payable from tax increment revenues on a subordinate basis to the Senior Obligations; WHEREAS, in order to provide for the authentication and delivery of the 2018 Bonds, to establish and declare the terms and conditions upon which the 2018 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 2018 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; 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 (as defined below), including the 2018 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, including the 2018 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, including the 2018 Bonds, by the Owners thereof, and for other valuable considerations, the receipt of which is hereby acknowledged, the Successor 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, including the 2018 Bonds, as follows: 2 ARTICLE I DETERMINATIONS; DEFINITIONS Section 1.01 Findings and Determinations. The Successor Agency has reviewed all proceedings heretofore taken and, as a result of such review, 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 2018 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 2018 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 in such Bond Year, and (b)the principal amount of the Outstanding Bonds scheduled to be paid in such Bond Year. "Bonds" means the 2018 Bonds and any Parity Debt issued pursuant to a Supplemental Indenture. "Bond Counsel" means (a) Stradling Yocca Carlson & Rauth, a Professional Corporation, or (b) any other attorney or firm of attorneys appointed by or acceptable to the Successor Agency, of nationally-recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Code. "Bond Proceeds Fund" means the fund by that name established with the Trustee pursuant to Section 3.03. "Bond Year" means each twelve(12)month period extending from August 2 in one calendar year to August 1 of the succeeding calendar year, both dates inclusive; provided that the first Bond Year with respect to the 2018 Bonds shall commence on the Closing Date and end on August 1, 2018. "Business Day" means any day, other than a Saturday or Sunday or a day on which commercial banks in New York, New York, or any other city or cities where the Principal Corporate Trust Office of the Trustee is located are required or authorized by law to close or a day on which the Federal Reserve System is closed. "City" means the City of Rohnert Park. "Closing Date" means the date on which a series of Bonds is delivered by the Successor Agency to the original purchaser thereof. The Closing Date with respect to the 2018 Bonds is May_, 2018. "Code" means the Internal Revenue Code of 1986, as amended. 3 '`Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate, with respect to the 2018 Bonds, executed by the Successor Agency, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the Successor Agency relating to the authorization, issuance, sale and delivery of the Bonds, including but not limited to printing expenses, bond insurance and surety bond premiums, if any, 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, fees, charges and disbursements of attorneys, financial advisors, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the Bonds, administrative costs of the Successor Agency and the City incurred in connection with the issuance of the Bonds, expenses of the underwriters of the Bonds, and any other cost, charge or fee in connection with the original issuance of the Bonds. "Costs of Issuance Fund" means the fund by that name established and held by the Trustee pursuant to Section 3.04. "County"means the County of Sonoma. "Debt Service Fund" means the fund by that name established and held by the Trustee pursuant to Section 4.03. "Defeasance Obligations" means any of the following which, at the time of investment, are legal investments under the laws of the State for the moneys proposed to be invested therein and are in compliance with the Successor Agency's investment policies then in effect (provided that the Trustee shall be entitled to rely upon any investment direction from the Successor Agency as conclusive certification to the Trustee that investments described therein are legal and are in compliance with the Successor Agency's investment policies then in effect), but only to the extent the same are acquired at Fair Market Value: (a) Cash; (b) Federal Securities, including direct obligations of the Treasury which have been stripped by the Treasury itself, CATS, TIGRS and similar securities; (c) The interest component of Resolution Funding Corporation strips which have been stripped by request to the Federal Reserve Bank of New York in book-entry form; (d) Pre-refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S&P, provided that, if the issue is rated only by S&P (i.e., there is no Moody's rating), then the pre- refunded municipal bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or AAA rated pre-refunded municipals; and (e) 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): (i) direct obligations or fully guaranteed certificates of beneficial ownership of the U.S. Export-Import Bank; (ii) certificates of beneficial ownership of the 4 Farmers Home Administration; (iii) participation certificates of the General Services Administration; (iv) Federal Financing Bank bonds and debentures; (v) guaranteed Title XI financings of the U.S. Maritime Administration; and (vi) project notes, local authority bonds, new communities debentures and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban Development. "Department of Finance" means the Department of Finance of the State of California. "Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.11. "Depository System Participant" means any participant in the Depository's book-entry system. "Dissolution Act" means California Assembly Bill X1 26 approved by the Governor of the State of California on June 28, 2011, as it has heretofore been amended and as it may hereafter be amended. "DTC" means The Depository Trust Company, New York,New York, and its successors and assigns. "Escrow Bank" shall mean MUFG Union Bank, N.A. "Event of Default" means any of the events described in Section 8.01. "Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if(i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii)the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Successor Agency and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment. "Federal Securities" means any direct, noncallable general obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America and CATS and TGRS),or obligations the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America. "Finance Director'" means the Finance Director/City Treasurer of the City. The Finance Director acts as the chief financial officer of the Successor Agency. 5 "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. "Former Agency" means the Community Development Commission of the City of'Rohnert Park. "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 as such under the laws of the State, appointed by the Successor Agency, and who, or each of whom: (a) is in tact independent and not under domination of the Successor Agency or the City; (b) does not have any substantial interest, direct or indirect, with the Successor Agency or the City; and (c) is not connected with the Successor Agency or the City as an officer or employee of the Successor Agency or the City, but who may be regularly retained to make reports to the Successor Agency or the City. "'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 Pledged Tax Revenues or otherwise with respect to the financing of redevelopment projects; (b) is in fact independent and not under domination of the Successor Agency or the City; (c) does not have any substantial interest, direct or indirect, with the Successor Agency or the City; and (d) is not connected with the Successor Agency or the City as an officer or employee of the Successor Agency or the City, but who may be regularly retained to make reports to the Successor Agency or the City. "Information Services" means, in accordance with then current guidelines of the Securities and Exchange Commission, the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system, or such other services providing information with respect to the redemption of bonds as the Successor Agency may designate in a Written Request of the Successor Agency filed with the Trustee. 6 ["Insurer" means the 2018 Insurer and, as applicable, the provider of a municipal bond or financial guaranty insurance policy with respect to other Bonds.] "Interest Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(a). "Interest Payment Date" means each February 1 and August 1, commencing August 1, 2018, for 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 (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3%, and (ii)the then applicable highest rate of interest on the 2018 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. "Law" means the Community Redevelopment Law of the State, constituting Part 1 of Division 24 of the Health and Safety Code of the State, and the acts amendatory thereof and supplemental thereto (including the Dissolution Act). "Maximum Annual Debt Service" means, as of the date of calculation, the largest amount of principal and interest payments due with respect to the current or any future Bond Year payable in such Bond Year. For purposes of such calculation, there shall be excluded payments with respect to each series of Bonds to the extent that amounts due with respect to such series of Bonds are prepaid or otherwise discharged in accordance with this Indenture. "Moody's" means Moody's Investors Service and its successors. "Nominee" means (a) initially, Cede & Co., as nominee of DTC, and (b) any other nominee of the Depository designated pursuant to Section 2.11(a). "Outstanding" when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 9.06) all Bonds except: (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds paid or deemed to have been paid within the meaning of Section 9.04; 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 of the Successor Agency established pursuant to the Section 34179 of'the Dissolution Act. "Owner' or "Bondowner" means, with respect to any Bond, the person in whose name the ownership of such Bond shall be registered on the Registration Books. 7 "Parity Debt" means any additional bonds, loans, advances or indebtedness issued or incurred by the Successor Agency on a parity with the 2018 Bonds pursuant to Section 3.05, whether issued as Bonds under a Supplemental Indenture or issued under a Parity Debt Instrument. "Parity Debt Instrument" means a resolution, indenture of trust, supplemental indenture of trust, loan agreement, trust agreement or other instrument authorizing the issuance of any Parity Debt, other than a Supplemental Indenture. "Participating Underwriter" has the meaning ascribed thereto in the Continuing Disclosure Certificate. "Pass-Through Agreements" means those agreements listed in Exhibit D, each providing for the allocation of former tax increment revenues generated by the Project Area of the Former Agency, and any other tax sharing entered into between the Former Agency and affected taxing agencies pursuant to former Health and Safety Code Section 33401 that have not been expressly subordinated to the Bonds. "Permitted Investments" means any of the following which, at the time of investment, are legal investments under the laws of the State for the moneys proposed to be invested therein and are in compliance with the Successor Agency's investment policies then in effect (provided that the Trustee shall be entitled to rely upon any investment direction from the Successor Agency as conclusive certification to the Trustee that investments described therein are legal and are in compliance with the Successor Agency's investment policies then in effect), but only to the extent 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): (i)direct obligations or fully guaranteed certificates of beneficial ownership of the U.S. Export-Import Bank; (ii) certificates of beneficial ownership of the Farmers Home Administration; (iii) Federal Housing Administration debentures; (iv) participation certificates of the General Services Administration; (v) Federal Financing Bank bonds and debentures; (vi) guaranteed mortgage-backed bonds or guaranteed pass-through obligations of Ginnie Mae (formerly known as the Government National Mortgage Association); (vii) guaranteed Title XI financings of the U.S. Maritime Administration; and (viii) project notes, local authority bonds, new communities debentures and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban Development; (c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities only as stripped by the agency itself): (i) senior debt obligations of the Federal Home Loan Bank System; (ii) participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation; (iii)mortgaged-backed securities and senior debt obligations of Fannie Mae; (iv) senior debt obligations of Sallie Mae (formerly known as the Student Loan Marketing Association); (v) obligations of the Resolution Funding Corporation; and (vi) consolidated system- wide bonds and notes of the Farm Credit System; 8 (d) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of at least AAAm-G, AAAm or AAm, and a rating by Moody's of Aaa, Aal or Aa2 (such funds may include those for which the Trustee or an affiliate receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise, but excluding such funds with a floating net asset value); (e) Unsecured certificates of deposit (having maturities of not more than 365 days) of any bank the short-term obligations of which are rated on the date of purchase "A-1+" or better by S&P and"P-1"by Moody's and or certificates of deposit(including those of the Trustee, its parent and its affiliates) secured at all times by collateral that may be used by a national bank for purposes of satisfying its obligations to collateralize pursuant to federal law which are issued by commercial banks, savings and loan associations or mutual savings bank whose short-term obligations are rated on the date of purchase A-1 or better by S&P, Moody's and Fitch; (f) Certificates of deposit, time deposits, deposit accounts or money market deposits (including those of the Trustee, its parent and its affiliates) that are fully insured by FDIC, including BIF and SAIF or collateralized by Federal securities for amounts above insurance; (g) Investment agreements, including guaranteed investment contracts, forward purchase agreements, reserve fund put agreements and collateralized investment agreements with an entity rated "Aa" or better by Moody's and "AA" or better by S&P, or unconditionally guaranteed by an entity rated"Aa"or better by Moody's and"AA" or better by S&P; (h) Commercial paper rated, at the time of purchase, "Prime-1" by Moody's and "A-I+"or better by S&P; (i) Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of the two highest rating categories assigned by such agencies; (j) Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime-1" or "A3" or better by Moody's, and"A-l+"by S&P; and (k) The Local Agency Investment Fund that is administered by the California Treasurer for the investment of funds belonging to local agencies within the State of California, provided that for investment of funds held by the Trustee, the Trustee is entitled to make investments and withdrawals in its own name as Trustee. "Pledged Tax Revenues" means, for each Fiscal Year. all taxes (i) that were eligible for allocation to the Former Agency with respect to the Project Area and are allocated to the Successor Agency pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the Law and Section 16 of Article XVI of the Constitution of the State, or pursuant to other applicable State laws and (ii) that are deposited or available for deposit by the Auditor-Controller of the County of Sonoma in the Redevelopment Property Tax Trust Fund, all as provided in Section 34172(d) of the Dissolution Act, but excluding (1) the portion of such taxes that are required to pay debt service on the Senior Obligations, but only to the extent that such taxes are pledged to the payment of debt service on the Senior Obligations; (2) [payments required by the Pass-Through Agreements that have not been subordinated to the 2018 Bonds for purposes of the Dissolution Act], and] (3) all Statutory 9 Pass-Through Amounts unless such payments are subordinated to payments on the 2018 Bonds pursuant to Sections 33607.5(e)of the Law and 34177.5(c) of the Dissolution Act. "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 the corporate trust office of the Trustee in San Francisco, California, or such other or additional offices as the Trustee may designate in writing to the Successor Agency from time to time as the corporate trust office for purposes of the Indenture; except that with respect to presentation of Bonds for payment or for registration of transfer and exchange, such term means the office or agency of the Trustee at which, at any particular time, its corporate trust agency business is conducted. "Project Area" means the area designated as a redevelopment project area on the Redevelopment Plan. "Qualified Reserve Account Credit Instrument" means (i) the 2018 Reserve Policy, and (ii) an irrevocable standby or direct-pay letter of credit, insurance policy, or surety bond issued by a commercial bank or insurance company and deposited with the Trustee with respect to other Bonds, provided that all of the following requirements are met at the time of acceptance thereof by the Trustee: (a) S&P or Moody's have assigned a long-term credit rating to such bank or insurance company at the time of issuance of such Qualified Reserve Account Credit Instrument of "A" (without regard to modifier) or higher; (b) such letter of credit, insurance policy or surety bond has a term of at least 12 months; (c) such letter of credit, insurance policy or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to the Bonds with respect to which it is deposited or with respect to which funds are proposed to be released; and (d)the Trustee is authorized pursuant to the terms of such letter of credit, insurance policy or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Interest Account or the Principal Account for the purpose of making payments required pursuant to Sections 4.03(a), 4.03(b) or 4.03(c) of this Indenture. "Rebate Fund" means the fund by that name that has been established pursuant to Section 4.06. "Recognized Obligation Payment Schedule" means a Recognized Obligation Payment Schedule, each prepared and approved from time to time pursuant to subdivision(1)of Section 34177 of the California Health and Safety Code. "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(d). "Redevelopment Obligation Retirement Fund" means the fund by that name established pursuant to California Health and Safety Code Section 341 70.5(a) and administered by the Successor Agency. 10 "Redevelopment Plan"means the Redevelopment Plan for the Rohnert Park Redevelopment Project as adopted by Ordinance No. 479 adopted by the City Council of the City on July 14, 1987 and as amended in accordance with the law. "Redevelopment Project" means the undertaking of the Successor Agency pursuant to the Redevelopment Plan and the Law for the redevelopment of the Project Area. "Redevelopment Property Tax Trust Fund" means the fund by that name established pursuant to California Health and Safety Code Sections 34170.5(b) and 34172(c) and administered by the Auditor-Controller of the County of Sonoma. "Refunded Obligations" means the obligations listed in Exhibit C. "Refunding Law" means Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State, and the acts amendatory thereof and supplemented thereto. "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 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(c). "Reserve Requirement" means, subject to Section 4.03(c) of this Indenture, with respect to the 2018 Bonds and each series of Parity Debt issued as Bonds pursuant to a single Supplemental Indenture for which a reserve is to be funded, and as of any date of computation, the lesser of (i) 125% of the average Annual Debt Service with respect to such series of Bonds, (i i) Maximum Annual Debt Service with respect to such series of Bonds, or (iii) with respect to an individual series of Bonds, 10% of the original principal amount of such series of Bonds (or, if such series of Bonds has more than a de minimis amount of original issue discount or premium, 10%of the issue price of such series of Bonds); 11 provided, that in no event shall the Successor Agency, in connection with the issuance of Parity Debt pursuant to a Supplemental Indenture be obligated to deposit an amount in the Reserve Account which is in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, in the event the amount of any such deposit into the Reserve Account is so limited, the Reserve Requirement shall, in connection with the issuance of such Parity Debt pursuant to a Supplemental Indenture, be increased only by the amount of such deposit as permitted by the Code; and, provided further that the Successor Agency may meet all or a portion of the Reserve Requirement for a series of Bonds by depositing a Qualified Reserve Account Credit Instrument meeting the requirements of Section 4.03(c)hereof. "ROPS Period" means each annual period beginning on July 1 of any calendar year and ending on June 30 of the next calendar year, or such other period as provided in the Dissolution Act. "S&P" means S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC, and its successors. "Securities Depositories" means The Depository Trust Company, New York, New York 10041-0099, Fax-(212) 855-7232; or, 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 Written Request of the Successor Agency delivered to the Trustee. "Senior Obligations" means the Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Project Tax Allocation Bonds, Series 1999. "Serial Bonds'means all Bonds other than Term Bonds. '`Series 2018A Bonds" means the [SSeries 2018A Bond Amount] initial aggregate principal amount of Successor Agency to the Community Development Commission of the City of Rohnert Park Tax Allocation Refunding Bonds, Series 2018A. "Series 2018B Bonds" means the [$Series 2018B Bond Amount] initial aggregate principal amount of Successor Agency to the Community Development Commission of the City of Rohnert Park Tax Allocation Refunding Bonds, Series 2018B (Federally Taxable). "Special Fund" means the fund held by the Successor Agency established within the Redevelopment Obligation Retirement Fund pursuant to Section 4.02. "State" means the State of California. '`Statutory Pass-Through Amounts" means amounts required to be paid to taxing agencies pursuant to Sections 33676, 33607.5 and 33607.7 of the Law_ "Supplemental Indenture" means any supplement to this Indenture 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. 12 "Term Bonds" means that portion of any Bonds payable from mandatory sinking account payments. "Trustee" means MUFG Union Bank, N.A., as trustee hereunder, or any successor thereto appointed as trustee hereunder in accordance with the provisions of Article VI. "Written Request of the Successor Agency" or "Written Certificate of the Successor Agency' means a request or certificate, in writing signed by the Executive Director or Finance Director of the Successor Agency, or the designee of either, or by any other officer of the Successor Agency or the City duly authorized by the Successor Agency for that purpose. "2001 Bonds" means the Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Project Tax Allocation Refunding Bonds, Series 2001. "2001 Bonds Escrow Agreement" means the escrow agreement by and between the Successor Agency and the Escrow Bank, dated as of[May 1, 2018] and relating to the 2001 Bonds. "2003 Bonds" means the Rohnert Park Financing Authority Lease Revenue Refunding Bonds, Series 2003. "2007 Bonds" means the 2007H Bonds and the 2007R Bonds. "2007H Bonds" means the Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Project, Housing Tax Allocation Bonds, Series 2007H. "2007R Bonds" means the Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Project,Tax Allocation Bonds, Series 2007R. "2018 Bonds"means collectively, the Series 2018A Bonds and the Series 2018B Bonds. ["2018 Insurance Policy" means the insurance policy issued by the 2018 Insurer guaranteeing the scheduled payment of principal of and interest on the 2018 Bonds when due.] ["2018 Insurer"means , or any successor thereto or assignee thereof.] ("2018 Reserve Policy" means the Municipal Bond Debt Service Reserve Insurance Policy issued by the 2018 Insurer guaranteeing certain payments into the Reserve Account with respect to the 2018 Bonds as provided therein and subject to the limitation set forth therein.] "2018 Reserve Subaccount' means the subaccount by that name within the Reserve Account. 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. 13 ARTICLE II AUTHORIZATION AND TERMS Section 2.01 Authorization of 2018 Bonds. Two initial issues of Bonds is hereby authorized to be issued by the Successor Agency under and subject to the terms of this Indenture, the Refunding Law, the Dissolution Act and the Law. 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. Such initial issues of Bonds shall be designated (i) the "Successor Agency to the Community Development Commission of the City of Rohnert Park Redevelopment Project Tax Allocation Refunding Bonds, Series 2018A" (the "Series 2018A Bonds") and (ii)the "Successor Agency to the Community Development Commission of the City of Rohnert Park Redevelopment Project Tax Allocation Refunding Bonds, Series 2018B (Federally Taxable)" (the "Series 2018B Bonds"). The Series 2018A Bonds shall be issued in the initial aggregate principal amount of$[Series 2018A Bond Amount], and the Series 2018B Bonds shall be issued in the initial aggregate principal amount of$[Series 2018B Bond Amount]. Section 2.02 Terms of 2018 Bonds. The 2018 Bonds shall be issued in fully registered form without coupons. The 2018 Bonds shall be issued in denominations of$5,000 or any integral multiple thereof, so long as no 2018 Bond shall have more than one maturity date. The 2018 Bonds shall be dated as of their Closing Date. The 2018 Bonds shall be lettered and numbered as the Trustee shall prescribe. The Series 2018A Bonds shall mature and shall bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) at the rate per annum as follows: Series 2018A Bonds Maturity Date Principal Interest (August 1) Amount Rate 5 ova • Term Bond. 14 The Series 2018B Bonds shall mature and shall bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) at the rate per annum as follows: Series 2018B Bonds Maturity Date Principal Interest (August I) Amount Rate • Term Bond. Each 2018 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or(b) it is authenticated on or before August 15, 2018, in which event it shall bear interest from its Closing Date; provided, however, that if, as of the date of authentication of any 2018 Bond, interest thereon is in default, such 2018 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Interest on the 2018 Bonds (including the final interest payment upon maturity or redemption) is payable when due by check or draft of the Trustee mailed on the Interest Payment Date to the Owner thereof at such Owner's address as it appears on the Registration Books at the close of business on the preceding Record Date; provided that at the written request of the Owner of at least $1,000,000 aggregate principal amount of either the Series 2018A Bonds or the Series 2018B Bonds, which written request is on file with the Trustee as of any Record Date, interest on such Series 20I8A Bond or such Series 2018B Bond shall be paid on the succeeding Interest Payment Date by wire to such account in the United States as shall be specified in such written request. The principal of the 2018 Bonds and premium, if any, upon redemption, are payable in lawful money of the United States of America upon presentation and surrender thereof at the Principal Corporate Trust Office of the Trustee. 15 Section 2.03 Redemption of 2018 Bonds. (a) Optional Redemption. (i) The Series 2018A Bonds maturing on or prior to [August 1, 2028] are not subject to optional redemption. The Series 2018A Bonds maturing on or after [August 1, 2029], are subject to optional redemption prior to their respective maturity dates as a whole, or in part by lot, on [August 1, 2028] or any date thereafter, by such maturity or maturities as shall be directed by the Successor Agency(or in absence of such direction, as determined by the Securities Depository or pro rata by maturity and by lot within a maturity), from any source of available funds as the Successor Agency shall direct the Trustee 30 days in advance of the redemption date. Such optional redemption shall be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest to the date fixed for redemption, without premium. (ii) The Series 20I 8B Bonds maturing on or prior to [August 1, 2028] are not subject to optional redemption. The Series 2018E Bonds maturing on or after [August 1, 2029], are subject to optional redemption prior to their respective maturity dates as a whole, or in part by lot, on [August 1, 2028] or any date thereafter, by such maturity or maturities as shall be directed by the Successor Agency(or in absence of such direction, as determined by the Securities Depository or pro rata by maturity and by lot within a maturity), from any source of available funds as the Successor Agency shall direct the Trustee 30 days in advance of the redemption date. Such optional redemption shall be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest to the date fixed for redemption,without premium. (b) Mandatory Sinking Fund Redemption. The Series 2018A Bonds that are Term Bonds (the "Series 2018A Term Bonds") maturing August 1, 20_, shall also be subject to mandatory redemption in whole, or in part by lot, on August I in each year, commencing [August 1, 20_, as set forth below, from sinking fund payments made by the Successor Agency to the Principal Account pursuant to Section 4.03(b), at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on August 1 in the respective years as set forth in the following tables; provided however, that (y) in lieu of redemption thereof such Series 2018A Term Bonds may be purchased by the Successor Agency pursuant to Section 2.03(g), and (z) if some but not all of such Series 2018A Term Bonds have been redeemed pursuant to subsection (a) above, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Series 2018A Term Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of$5,000 as determined by the Successor Agency (notice of which determination shall be given by the Successor Agency to the Trustee). Series 2018A Term Bonds maturing 20_ August 1 Principal Amount (maturity) 16 The Series 2018B Bonds that are Term Bonds (the "Series 2018B Term Bonds") maturing August 1, 20_, shall also be subject to mandatory redemption in whole, or in part by lot, on August 1 in each year, commencing [August 1, 20_, as set forth below, from sinking fund payments made by the Successor Agency to the Principal Account pursuant to Section 4.03(b), at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on August 1 in the respective years as set forth in the following tables; provided however, that (y) in lieu of redemption thereof such Series 2018E Term Bonds may be purchased by the Successor Agency pursuant to Section 2.03(g), and (z) if some but not all of such Series 2018B Term Bonds have been redeemed pursuant to subsection (a) above, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Series 2018B Term Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of$5,000 as determined by the Successor Agency (notice of which determination shall be given by the Successor Agency to the Trustee). Series 2018B Term Bonds of 20 August 1 Principal Amount $ (maturity) (c) Notice of Redemption; Rescission. The Trustee on behalf and at the expense of the Successor Agency shall mail (by first class mail, postage prepaid) notice of any redemption at least twenty (20) but not more than sixty (60) days prior to the redemption date, (i) to any Bond Insurer and to the Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, and (ii) to the Securities Depositories and one or more Information Services designated in a Written Request of the Successor Agency filed with the Trustee; but such mailing shall not be a condition precedent to such redemption and neither failure to receive any such notice nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the redemption date and the redemption price, shall state, in the case of a redemption pursuant to (a) above, that such redemption is conditioned upon the timely delivery of the redemption price by the Successor Agency to the Trustee for deposit in the Redemption Account, shall designate the CUSIP number of the Bonds to be redeemed, shall state the individual number of each Bond to be redeemed or shall state that all Bonds between two stated numbers (both inclusive) or all of the Bonds Outstanding are to be redeemed, and shall require that such Bonds be then surrendered at the Principal Corporate Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. The Successor Agency shall have the right to rescind any notice of optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any such notice of optional redemption shall be canceled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The Successor Agency and the Trustee shall have no liability to the Owners or any other party related to or arising 17 from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner and to the same recipients as the original notice of redemption was sent. 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) Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond the Successor Agency shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Successor Agency, a new Bond or Bonds of the same interest rate and maturity, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed. (e) 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. (f) Manner of Redemption. Whenever any Bonds or portions thereof are to be selected for redemption by lot, the Trustee shall make such selection, in such manner as the Trustee shall deem appropriate, and shall notify the Successor Agency thereof to the extent Bonds are no longer held in book-entry form. In the event of redemption by lot of Bonds, the Trustee shall assign to each Bond then Outstanding a distinctive number for each $5,000 of the principal amount of each such Bond. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected, but only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. All Bonds redeemed or purchased pursuant to this Section 2.03 shall be cancelled and destroyed. (g) Purchase in Lieu of Redemption. In lieu of redemption of the Serial or Term Bonds, amounts on deposit in the Special Fund or in the Principal Account may also be used and withdrawn by the Successor Agency and the Trustee, respectively, at any time, upon the Written Request of the Successor Agency, for the purchase of the Serial or Term Bonds at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as the Successor Agency may in its discretion determine. The par amount of any Serial or Term Bonds so purchased by the Successor Agency in any twelve-month period ending on July 1 in any year shall be credited towards and shall reduce the par amount of the Serial or Term Bonds required to be redeemed on August 1 in each year; provided that evidence satisfactory to the Trustee of such purchase has been delivered to the Trustee by said July 1. The prior written approval of the 2018 Insurer shall be required with respect to the purchase of any 2018 Bonds hereunder unless such 2018 Bonds so purchased are cancelled upon purchase. Section 2.04 Form of 2018 Bonds. The Series 2018A 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. The Series 2018E Bonds, the form of Trustee's Certificate of Authentication, and the 18 form of Assignment to appear thereon, shall be substantially in the form set forth in Exhibit B, 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 Chair, its Executive Director or its Finance Director or the written designee of either 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 hereinbefore 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. 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 shall be surrendered for transfer, the Successor Agency shall execute and the Trustee shall thereupon authenticate and deliver to the transferee a new Bond or Bonds of like series, tenor, maturity and aggregate 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. 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. The Trustee may further require all information it deems necessary to allow the Trustee to comply with any applicable reporting or withholding obligations under the Code. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. To the extent any such information is not timely provided or is incomplete or inaccurate in any respect, the Trustee will be entitled to report or withhold on any payments hereunder, without liability, to the extent it determines in its discretion such reporting or withholding, as applicable, is required under the Code. Section 2.07 Exchange of Bonds. Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee for Bonds of the same series, tenor and maturity and of other authorized denominations. 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 19 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. The Trustee may further require all information it deems necessary to allow the Trustee to comply with any applicable reporting or withholding obligations under the Code. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. To the extent any such information is not timely provided or is incomplete or inaccurate in any respect, the Trustee will be entitled to report or withhold on any payments hereunder, without liability, to the extent it determines in its discretion such reporting or withholding, as applicable, is required under the Code. 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 and copying 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 [Reserved]. 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 authenticate and 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 it and indemnity satisfactory to it shall be given, the Successor Agency, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and 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 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 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 Book-Entry System. (a) Original Delivery. The Bonds shall be initially delivered in the firm of a separate single fully registered Bond without coupons (which may be typewritten) for each maturity of the Bonds. Upon initial delivery, the ownership of each such Bond shall be registered on the 20 Registration Books in the name of the Nominee. Except as provided in subsection (c),the ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee on the Registration Books. With respect to Bonds the ownership of which shall be registered in the name of the Nominee, neither the Successor Agency nor the Trustee shall have any responsibility or obligation to any Depository System Participant or to any person on behalf of which the Depository System Participant holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, neither the Successor Agency nor the Trustee shall have any responsibility or obligation with respect to (i)the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, (ii)the delivery to any Depository System Participant or any other person, other than a Bondowner as shown in the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, (iii)the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the Successor Agency elects to redeem the Bonds in part, (iv) the payment to any Depository System Participant or any other person, other than a Bondowner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest on the Bonds or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The Successor Agency and the Trustee may treat and consider the person in whose name each Bond is registered as the absolute owner of such Bond for the purpose of payment of principal, premium and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers of ownership of such Bond, and for all other purposes whatsoever. The Trustee shall pay the principal of and interest and premium, if any, on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium, if any, on the Bonds to the extent of the sum or sums so paid. No person other than a Bondowner shall receive a Bond evidencing the obligation of the Successor Agency to make payments of principal, interest and premium, if any, pursuant to this Indenture. Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the Successor Agency shall promptly deliver a copy of the same to the Trustee. (b) Representation Letter. In order to qualify the Bonds for the Depository's book-entry system, the Successor Agency shall execute and deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the Successor Agency or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondowners. The Trustee agrees to comply with all provisions in such letter with respect to the giving of notices thereunder by the Trustee. In addition to the execution and delivery of such letter, upon written request of the Depository or the Trustee, the Successor Agency may take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository's book-entry program. (c) Transfers Outside Book-Entry System. In the event that either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the Successor Agency determines to terminate the Depository as such, then the Successor Agency shall thereupon discontinue the book-entry system with such Depository_ In such event, the Depository shall 21 cooperate with the Successor Agency and the Trustee in the issuance of replacement Bonds by providing the Trustee with a list showing the interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Bonds are to be issued. The Depository, by accepting delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the Successor Agency fails to identify another Securities Depository to replace the Depository, then the Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Article II. Prior to its termination, the Depository shall furnish the Trustee with the names and addresses of the Depository System Participants and respective ownership interests thereof. (d) Payments to the Nominee. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal of and interest and premium, if any, on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the letter described in subsection(b) of this Section or as otherwise instructed by the Depository. Section 2.12 Applicability of Provisions to Parity Debt. Unless otherwise provided in a Supplemental Indenture, the provisions of Sections 2.05 through 2.11 shall apply to all Bonds. ARTICLE III DEPOSIT AND APPLICATION; ADDITIONAL DEBT Section 3.01 Issuance of Bonds. Upon the execution and delivery of this Indenture, the Successor Agency shall execute and deliver to the Trustee the Series 2018A Bonds in the aggregate principal amount of [$Series 2018A Bond Amount] and the Series 2018B Bonds in the aggregate principal amount of[$Series 2018B Bond Amount] and the Trustee shall authenticate and deliver the Series 2018A Bonds and the Series 2018B Bonds upon the Written Request of the Successor Agency. Section 3.02 Application of Proceeds of Sale and Certain Other Amounts. (a) On the Closing Date with respect to the Series 20 1 8A Bonds, the net proceeds of sale of the Series 2018A Bonds, being $ (calculated as the par amount thereof, [plus net original issue premium/less net original issue discount] in the amount of$ , less the discount of the original purchaser thereof in the amount of $ , [less the portion of the premium for the 2018 Surety Bond allocable to the Series 2018A Bonds in the amount of $ paid directly to the 2018 Insurer)], shall be paid to the Trustee and deposited into the Bond Proceeds Fund. (b) On the Closing Date with respect to the Series 2018B Bonds, the net proceeds of sale of the Series 2018B Bonds, being $ (calculated as the par amount thereof, [less net original issue discount/plus net original issue premium] in the amount of$ _ , [less the discount of the original purchaser thereof in the amount of$ _ [and less the portion of the premium for the 2018 Surety Bond allocable to the Series 2018E Bonds] in the amount of S paid directly to the 2018 Insurer), shall be paid to the Trustee and deposited into the Bond Proceeds Fund. 22 Section 3.03 Establishment and Application of Bond Proceeds Fund. The Trustee shall establish, maintain and hold in trust a separate fund designated as the"Bond Proceeds Fund." Funds that are deposited in the Bond Proceeds Fund shall be held uninvested. Upon the receipt of moneys in the Bond Proceeds Fund, the Trustee shall promptly: (i) Deposit the amount of $ from proceeds of the Series 2018A Bonds in the Costs of Issuance Fund; (ii) Transfer the amount of $ from proceeds of the Series 20I 8A Bonds to the Escrow Bank for deposit pursuant to the 2001 Bonds Escrow Agreement; (iii) Transfer the amount of $ from proceeds of the Series 2018A Bonds to the Escrow Bank to be applied to refund the 2003 Bonds; (iv) Transfer the amount of $ from proceeds of the Series 2018A Bonds to the Escrow Bank to be applied to refund the 2007R Bonds; (v) Deposit the amount of $ from proceeds of the Series 2018B Bonds in the Costs of Issuance Fund; and (vi) Transfer the amount of$ , being the remaining amount of proceeds of the Series 2018B Bonds, to the Escrow Bank to be applied to refund the 2007R Bonds. Upon the completion of such deposits and transfers, the Bond Proceeds Fund shall thereafter be closed. The Trustee may establish temporary funds or accounts in its records to record and facilitate such transfers. Section 3.04 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 with respect to the 2018 Bonds 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 the date which is six (6) months following the Closing Date with respect to the 2018 Bonds, or upon the earlier Written Request of the Successor Agency, all amounts (if any) remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest Account within the Debt Service Fund and used to pay interest on the Series 2018A Bonds and Series 2018B Bonds pro rata to the amount of outstanding 2018 Bonds, and the Costs of Issuance Fund shall be closed. Section 3.05 Issuance of Parity Debt. In addition to the 2018 Bonds, the Successor Agency may issue Parity Debt to refund any outstanding Senior Obligations, 2018 Bonds or other Parity Debt in such principal amount as shall be determined by the Successor Agency. The Successor Agency may issue and deliver any such Parity Debt subject to the following specific conditions, all of which are hereby made conditions precedent to the issuance and delivery of such Parity Debt: 73 (a) No Event of Default hereunder or an event of default under any Parity Debt Instrument shall have occurred and be continuing unless cured by the issuance of such Parity Debt; (b) The Parity Debt shall provide savings to the Successor Agency in compliance with Health and Safety Code section 34177.5; (c) A Supplemental Indenture shall have been adopted which shall: (i) if the obligation being refunded had a reserve fund, determine the applicable reserve requirement and the amount, if any, to be deposited from the proceeds of sale of such Parity Debt in a separate subaccount of the Reserve Account to be held as separate security for such Parity Debt in satisfaction of the Reserve Requirement with respect thereto; (ii) designate accounts or subaccounts in the Debt Service Fund and accounts therein including the Reserve Account to be applicable to such Parity Debt; and(iii) include such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof; and (d) The Successor Agency shall deliver to the Trustee a Written Certificate of the Successor Agency certifying that the conditions precedent to the issuance of such Parity Debt set forth above have been satisfied. Section 3.06 Issuance of Subordinate Debt. Notwithstanding the foregoing, no provision herein shall prevent the Successor Agency from issuing additional bonds or incurring other loans, advances or indebtedness secured by or payable from Pledged Tax Revenues on a subordinate basis to the 2018 Bonds and Parity Debt. ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS Section 4.01 Security of Bonds; Equal Security. Subject to the provisions of Section 4.02 and Section 6.06 hereof allowing for the application of Pledged Tax Revenues, all Pledged Tax Revenues and the Redevelopment Obligation Retirement Fund, including the Special Fund therein and all amounts in the Redevelopment Property Tax Trust Fund, including without limitation any override tax revenues attributable to tax rate overrides levied by taxing agencies within the Project Area that were pledged to the Refunded Obligations, arc irrevocably pledged under this Indenture to secure the payment of the principal of and interest or redemption premium (if any) on the 2018 Bonds and all Parity Debt without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. Such pledge shall constitute a first and exclusive lien on and security interest in the Pledged Tax Revenues and the Redevelopment Obligation Retirement Fund, including the Special Fund therein, and all amounts in the Redevelopment Property Tax Trust Fund, including without limitation any override tax revenues attributable to tax rate overrides levied by taxing agencies within the Project Area that were pledged to the Refunded Obligations, and will attach, be perfected and be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Successor Agency, irrespective of whether such parties have notice of this Indenture; provided however, the parties hereto acknowledge that the Auditor-Controller of the County of Sonoma is authorized by Section 34183(a) of the Dissolution Act to use Pledged Tax Revenues to pay the County's administrative costs allowed under Section 34182 and Section 95.3 of the Revenue and Taxation Code and is required by Section 34183(a)(1) of the Dissolution Act to pay Pledged Tax Revenues to taxing entities pursuant to Pass- Through Agreements and Sections 33607.5, 33607.7 and 33676 of the Law (unless such payments 24 are subordinated to payments on the 2018 Bonds and Parity Debt pursuant to Section 33607.5(e) of the Law or 34177.5(c) of the Dissolution Act). Except for the Pledged Tax Revenues, such amounts and such funds and accounts, no other moneys, funds, accounts or properties of the Successor Agency are pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium (if any) on the 2018 Bonds or Parity Debt except as provided in the following paragraph with respect to the 2018 Bonds and other Bonds. The Debt Service Fund and any fund or account or sub-accounts created under this Indenture (except the Rebate Fund), including amounts on deposit therein (including proceeds of the 2018 Bonds), are irrevocably pledged under this Indenture to secure the payment of the principal of and interest or redemption premium (if any) on the 2018 Bonds and other Bonds without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. Such pledge shall constitute a first and exclusive lien on and security interest in the Debt Service Fund and any other fund or account created under this Indenture (except the Rebate Fund), and including amounts on deposit therein (including proceeds of the 2018 Bonds), and will attach, be perfected and be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Successor Agency, irrespective of whether such parties have notice of this Indenture. The parties acknowledge that Section 34177.5(g) of the Dissolution Act provides that the 2018 Bonds and Parity Debt are further secured by a pledge of, and lien on moneys deposited in the Redevelopment Property Tax Trust Fund held by the Auditor-Controller of the County of Sonoma related to the Successor Agency, which moneys, subject to the payment by the Auditor-Controller of the County of Sonoma of certain amounts to the County for administrative costs allowed under Section 34182 and Section 95.3 of the Revenue and Taxation Code and to taxing entities pursuant to Pass-Through Agreements and Sections 33607.5, 33607.7 and 33676 of the Law (unless such payments are subordinated to payments on the 2018 Bonds and Parity Debt pursuant to Section 33607.5(e) of the Law or 34177.5(c) of the Dissolution Act), constitute Pledged Tax Revenues as defined herein. In consideration of the acceptance of the 2018 Bonds and other Bonds by those who shall hold the same from time to time, this Indenture shall be deemed to be and shall constitute a contract between the Successor Agency and the Owners from time to time of the Bonds, and the covenants and agreements herein set forth to be performed on behalf of the Successor Agency shall be for the equal and proportionate benefit, security and protection of all Owners of the 2018 Bonds and other Bonds without preference, priority or distinction as to security or otherwise of any of the 2018 Bonds and other 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; Special Fund; Deposit of Pledged Tax Revenues. There is hereby established a special fund to be known as the "Special Fund" which is to be held by the Successor Agency within the Redevelopment Obligation Retirement Fund. The Special Fund shall be held by the Successor Agency separate and apart from other funds of the Successor Agency. The Successor Agency shall deposit all of the Pledged Tax Revenues received with respect to any ROPS Period in accordance with Section 5.13 hereof into the Special Fund promptly upon receipt thereof by the Successor Agency. All Pledged Tax Revenues received by the Successor Agency in excess of the amount required to make the deposits required herein in order to pay debt 25 service on the Bonds and any Parity Debt and to make any other payments due hereunder during the applicable Bond Year, and except as may be provided to the contrary in this Indenture or in any Supplemental Indenture or Parity Debt Instrument, shall be released from the pledge and lien hereunder and shall be applied in accordance with the Law, including but not limited to the payment of debt service on any subordinate obligations. Prior to the payment in full of the principal of and interest and redemption premium (if any) on the Bonds and the payment in full of all other amounts payable hereunder and under any Supplemental Indentures or other Parity Debt Instrument, the Successor Agency shall not have any beneficial right or interest in the moneys on deposit in the Special Fund, except as may be provided in this Indenture and in any Supplemental Indenture or other Parity Debt Instrument. Section 4.03 Deposit of Amounts by Trustee. There is hereby established a trust fund to be known as the Debt Service Fund, which shall be held by the Trustee hereunder in trust. Moneys in the Special Fund shall be transferred by the Successor Agency to the Trustee in the following amounts, at the following times, and deposited by the Trustee in the following respective special accounts, which are hereby established in the Debt Service Fund, and in the following order of priority (provided further that, if on the fifth (5th) Business Day prior to the date the Successor Agency is required to transfer amounts on deposit in the Special Fund to the Trustee there are not amounts on deposit therein sufficient to make the following deposits, taking into account amounts required to be transferred with respect to Bonds other than the 2018 Bonds, the Successor Agency shall immediately notify the Trustee of the amount of any such insufficiency and the Trustee shall deposit amounts received from the Successor Agency into sub-accounts of the Interest Account and/or Principal Account, as applicable, on a pro-rata basis): (a) Interest Account. On or before the fifth (5th) Business Day preceding each Interest Payment Date, commencing with the Interest Payment Date of August 1, 2018, the Successor Agency shall withdraw from the Special Fund and transfer to the Trustee, 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 payable on the Outstanding Bonds on such Interest Payment Date. No such transfer and deposit need be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the Outstanding Bonds. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity pursuant to this Indenture). The Trustee shall establish sub-accounts within the Interest Account for the payment of interest due on the 2018 Bonds and other Bonds, provided that all such Bonds shall be paid on a parity basis. (b) Principal Account. On or before the fifth (5th) Business Day preceding August 1 in each year commencing August 1, 2018, the Successor Agency shall withdraw from the Special Fund and transfer to the Trustee 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 Serial Bonds and Outstanding Term Bonds, including pursuant to mandatory sinking account redemption, on the next August 1. 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 August 1 on all of the Outstanding Serial Bonds and Term Bonds. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Serial Bonds and the Term Bonds, including by mandatory sinking account redemption, as the same shall become due and payable. The Trustee shall establish sub- 26 accounts within the Principal Account for the payment of principal due on the 2018 Bonds and other Bonds, provided that all such Bonds shall be paid on a parity basis. (c) Reserve Account. There is hereby established in the Debt Service Fund a separate account known as the "Reserve Account" solely as security for payments payable by the Successor Agency pursuant to this Section 4.03 and pursuant to any Supplemental Indenture, which shall be held by the Trustee in trust for the benefit of the Owners of the Bonds, and within such account a subaccount known as the "2018 Reserve Subaccount." [The Reserve Requirement for the 2018 Bonds will be satisfied by the delivery of the 2018 Reserve Policy by the 2018 Insurer on the Closing Date with respect to the 2018 Bonds. The Trustee shall credit the 2018 Reserve Policy to the 2018 Reserve Subaccount. The Successor Agency will have no obligation to replace the 2018 Reserve Policy or to fund the 2018 Reserve Subaccount with cash if, at any time that the 2018 Bonds are Outstanding, any rating assigned to the 2018 Insurer is downgraded, suspended or withdrawn, or amounts are not available under the 2018 Reserve Policy other than in connection with a draw on the 2018 Reserve Policy]. Except as provided in the preceding paragraph and as may be provided in a Supplemental indenture, in the event that the amount on deposit in any subaccount of the Reserve Account at any time becomes less than the applicable Reserve Requirement, the Trustee shall promptly notify the Successor Agency of such fact. Upon receipt of any such notice and as promptly as is permitted by the Law, the Successor Agency shall transfer to the Trustee an amount from the Special Fund sufficient to maintain the Reserve Requirement on deposit in each subaccount of the Reserve Account. [The amounts available under the 2018 Reserve Policy shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account and the Principal Account in such order of priority, in the event of any deficiency at any time in any of such accounts with respect to the payment of debt service on the 2018 Bonds.] Except as provided above, the amount on deposit in the Reserve Account shall be maintained at the Reserve Requirement at all times prior to the payment of the applicable series of Bonds in full. If there shall then not be sufficient Pledged Tax Revenues to transfer an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account, the Successor Agency shall be obligated to continue making transfers as Pledged Tax Revenues become available until there is an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account. No such transfer and deposit need be made to the Reserve Account so long as there shall be on deposit therein a sum at least equal to the Reserve Requirement. All money in the Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of making transfers hereunder to the Interest Account and the Principal Account, in the event of any deficiency at any time in any of such accounts or for the retirement of all the Bonds then Outstanding, except that so long as the Successor Agency is not in default hereunder or under any Parity Debt Instrument, any amount in the Reserve Account in excess of the Reserve Requirement shall be withdrawn from the Reserve Account semiannually on or before two (2) Business Days preceding each February 1 and August 1 by the Trustee and transferred to the Successor Agency to be deposited in the Special Fund. All amounts in the Reserve Account on the Business Day preceding the final Interest Payment Date shall be withdrawn from the Reserve Account and shall be transferred to the Interest Account and the Principal Account, in such order, to the extent required to make the deposits then required to be made pursuant to this Section 4.03. 27 The Successor Agency shall have the right at any time to direct the Trustee to release funds from the Reserve Account, in whole or in part, by tendering to the Trustee: (i) a Qualified Reserve Account Credit Instrument; (ii)an opinion of Bond Counsel stating that neither the release of such funds nor the acceptance of such Qualified Reserve Account Credit Instrument will cause interest on the Bonds which is excluded from gross income of the owners thereof for federal income tax purposes to become includable in gross income for purposes of federal income taxation; and (iii) unless a separate sub-account has been established in the Reserve Account with respect to a series of Bonds other than the 2018 Bonds, the prior written consent of the 2018 Insurer. Upon tender of such items to the Trustee, and upon delivery by the Successor Agency to the Trustee of written calculation of the amount permitted to be released from the Reserve Account (upon which calculation the Trustee may conclusively rely), the Trustee shall transfer such funds from the Reserve Account to the Successor Agency to be applied in accordance with the Law. The Trustee shall comply with all documentation relating to a Qualified Reserve Account Credit Instrument as shall be required to maintain such Qualified Reserve Account Credit Instrument in full force and effect and as shall be required to receive payments thereunder in the event and to the extent required to make any payment when and as required under this paragraph (c). Upon the expiration of any Qualified Reserve Account Credit Instrument, the Successor Agency shall either (i) replace such Qualified Reserve Account Credit Instrument with a new Qualified Reserve Account Credit Instrument, or(ii) deposit or cause to be deposited with the Trustee an amount of funds equal to the Reserve Requirement, to be derived from the first legally available Pledged Tax Revenues. If the Reserve Requirement for a series of Bonds is being maintained partially in cash and partially with a Qualified Reserve Account Credit Instrument, the cash shall be first used to meet any deficiency which may exist from time to time in the Interest Account or the Principal Account for the purpose of making payments required pursuant to Sections 4.03(a) or 4.03(b) of this Indenture with respect to such series of Bonds. If the Reserve Requirement for a series of Bonds is being maintained with two or more Qualified Reserve Account Credit Instruments, any draw to meet a deficiency which may exist from time to time in the Interest Account or the Principal Account for the purpose of making payments required pursuant to Sections 4.03(a), 4.03(b) or 4.03(c) of this Indenture shall be made in accordance with the terms of such Qualified Reserve Account Credit Instruments. If the Reserve Requirement with respect to a particular series of Bonds is secured by a Qualified Reserve Account Credit Instrument that relates only to such series of Bonds, the calculation of Reserve Requirement for such series of Bonds shall be calculated on a stand-alone basis. The Reserve Account shall be maintained 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 in conformity with applicable provisions of the Code to the extent directed by the Successor Agency in writing to the Trustee. (d) Redemption Account. On or before the Business Day preceding any date on which Bonds are to be redeemed pursuant to Section 2.03(a) or a similar provision of a Supplemental Indenture, the Trustee shall withdraw from the Debt Service Fund any amount transferred by the Successor Agency pursuant to Section 2.03(a) for deposit in the Redemption Account, which the Trustee shall then establish, such amount being the amount required to pay the principal of and premium, if any, on the Series 2018A Bonds, the Series 2018B Bonds and on other Bonds to be redeemed on such date pursuant to Section 2.03(a) or a similar provision of a Supplemental Indenture. All moneys in the Redemption Account shall be used and withdrawn by the Trustee 28 solely for the purpose of paying the principal of and premium, if any, on the Series 2018A Bonds, the Series 2018B Bonds and on such other Bonds to be redeemed pursuant to Section 2.03(a) or a similar provision of a Supplemental Indenture on the date set for such redemption. Interest due on the Series 2018A Bonds, the Series 2018B Bonds or such other Bonds to be redeemed on the date set for redemption shall, if applicable, be paid from funds available therefor in the Interest Account. Notwithstanding the foregoing, at any time prior to giving notice of redemption of any such Series 2018A Bonds, Series 2018B Bonds or such other Bonds, the Trustee may, at the direction of the Successor Agency, apply amounts deposited or otherwise to be deposited in the Redemption Account to the purchase of the Series 2018A Bonds, the Series 2018B Bonds or such other Bonds at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest on such Series 2018A Bonds, Series 2018B Bonds or such other Bonds, which is payable from the Interest Account)as shall be directed by the Successor Agency. Section 4.04 [Provisions Relating to 2018 Insurance Policy. Notwithstanding any other provision herein to the contrary, so long as the 2018 Insurance Policy is in effect and the 2018 Insurer is not in default thereunder, the Successor Agency and the Trustee agree to comply with the following provisions: (a) The 2018 Insurer shall be deemed to be the sole Owner of the 2018 Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Owners of the 2018 Bonds are entitled to take pursuant to this Indenture pertaining to (i) defaults and remedies and (ii)the duties and obligations of the Trustee. In furtherance thereof and as a term of this Indenture and each 2018 Bond, the Trustee (solely with respect to the 2018 Bonds) and each Owner of the 2018 Bonds appoint the 2018 Insurer as their agent and attorney-in-fact with respect to the 2018 Bonds and agree that the 2018 Insurer may at any time during the continuation of any proceeding by or against the Successor Agency under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding') direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim or enforcement proceeding in connection with an Insolvency Proceeding(a "Claim"), (B)the direction of any appeal of any order relating to any Claim, (C)the posting of any surety, supersedeas or performance bond pending any such appeal, and (D) the right to vote to accept or reject any plan of adjustment. In addition, the Trustee (solely with respect to the 2018 Bonds) and each Owner of the 2018 Bonds delegate and assign to the 2018 Insurer, to the fullest extent permitted by law, the rights of the Trustee (solely with respect to the 2018 Bonds) and each Owner of the 2018 Bonds in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding.] (b) [The maturity of 2018 Bonds shall not be accelerated without the consent of the 2018 Insurer and in the event the maturity of the 2018 Bonds is accelerated, the 2018 Insurer may elect, in its sole discretion, to pay accelerated principal and interest accrued, on such principal to the date of acceleration (to the extent unpaid by the Successor Agency) and the Trustee shall be required to accept such amounts. Upon payment of such accelerated principal and interest accrued to the acceleration date as provided above, the 2018 Insurer's obligations under the 2018 Insurance Policy with respect to such 2018 Bonds shall be fully discharged.] (c) [The rights granted to the 2018 Insurer under this Indenture to request, consent to or direct any action arc rights granted to the 2018 Insurer in consideration of its issuance 29 of the 2018 Insurance Policy. Any exercise by the 2018 Insurer of such rights is merely an exercise of the 2018 Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Owners of the 2018 Bonds and such action does not evidence any position of the 2018 Insurer, affirmative or negative, as to whether the consent of the Owners of the 2018 Bonds or any other person is required in addition to the consent of the 2018 Insurer.] (d) [Claims upon the 2018 Insurance Policy and payments by and to the 2018 Insurer shall be as follows: If, on the third Business Day prior to the related scheduled interest payment date or principal payment date ("Payment Date") there is not on deposit with the Trustee after making all transfers and deposits required under this Indenture, moneys sufficient to pay the principal of and interest on the 2018 Bonds due on such Payment Date, the Trustee shall give notice to the 2018 Insurer and to its designated agent (if any) (the "2018 Insurer's Fiscal Agent") by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the 2018 Bonds due on such Payment Date, the Trustee shall make a claim under the 2018 Insurance Policy and give notice to the 2018 Insurer and the 2018 Insurer's Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the 2018 Bonds and the amount required to pay principal of the 2018 Bonds, confirmed in writing to the 2018 Insurer and the 2018 Insurer's Fiscal Agent by 12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and Certificate delivered with the 2018 Insurance Policy.] [The Trustee shall designate any portion of payment of principal on 2018 Bonds paid by the 2018 Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of 2018 Bonds registered to the then current Owner of the 2018 Bonds, whether DTC or its nominee or otherwise, and shall issue a replacement 2018 Bond to the 2018 Insurer, registered in the name of ., in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee's failure to so designate any payment or issue any replacement 2018 Bond shall have no effect on the amount of principal or interest payable by the Successor Agency on any 2018 Bond or the subrogation rights of the 2018 Insurer.] [The Trustee shall keep a complete and accurate record of all funds deposited by the 2018 Insurer into the Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal of any 2018 Bond. The 2018 Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Trustee.] [Upon payment of a claim under the 2018 Insurance Policy, the Trustee shall establish a separate special purpose trust account for the benefit of Owners of the 2018 Bonds referred to herein as the "Policy Payments Account" and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall receive any amount paid under the 2018 Insurance Policy in trust on behalf of Owners of the 2018 Bonds and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Trustee to Owners of the 2018 Bonds in the same manner as principal and interest payments are to be made with respect to the 2018 Bonds under the sections of this Indenture regarding payment of 2018 Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything in 30 this Indenture to the contrary, the Successor Agency agrees to pay to the 2018 Insurer(i) a sum equal to the total of all amounts paid by the 2018 Insurer under the 2018 Insurance Policy (the "2018 Insurer Advances"); and (ii) interest on such 2018 Insurer Advances from the date paid by the 2018 Insurer until payment thereof in full, payable to the 2018 Insurer at the Late Payment Rate (collectively, the "2018 Insurer Reimbursement Amounts"). The Successor Agency hereby covenants and agrees that the 2018 Insurer Reimbursement Amounts are secured by a lien on and pledge of the Pledged Tax Revenues and payable from such Pledged Tax Revenues on a parity with debt service due on the 2018 Bonds.] [Funds held in the Policy Payments Account shall not be invested by the Trustee and may not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any funds remaining in the Policy Payments Account following a Payment Date shall promptly be remitted to the 2018 Insurer.] (e) [The 2018 Insurer shall, to the extent it makes any payment of principal of or interest on the 2018 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the 2018 Insurance Policy (which subrogation rights shall also include the rights of any such recipients in connection with any Insolvency Proceeding). Each obligation of the Successor Agency to the 2018 Insurer hereunder shall survive discharge or termination of such document.] (f) [The 2018 Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of this Indenture.] (g) [The 2018 Insurer shall be entitled to pay principal or interest on the 2018 Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Successor Agency (as such terms are defined in the 2018 Insurance Policy) and any amounts due on the 2018 Bonds as a result of acceleration of the maturity thereof in accordance with this Indenture, whether or not the 2018 Insurer has received a Notice of Nonpayment (as such terms are defined in the 2018 Insurance Policy) or a claim upon the 2018 Insurance Policy.] (h) [The notice address of the 2018 Insurer is: . In each case in which notice or other communication refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel and shall be marked to indicate"URGENT MATERIAL ENCLOSED."] (i) [The 2018 Insurer shall be provided with the following information by the Successor Agency or the Trustee, as the case may be: (1) Annual audited financial statements on or before each February 1 (together with a certification of the Successor Agency that it is not aware of any default or Event of Default under the Indenture), and the Successor Agency's annual budget within thirty (30) days after the approval thereof together with such other information, data or reports as the 2018 Insurer shall reasonably request from time to time. (2) Notice of any draw upon the 2018 Reserve Subaccount within two Business Days after knowledge thereof other than (i) withdrawals of amounts in excess of the Reserve Requirement and (ii) withdrawals in connection with a refunding of 2018 Bonds secured by the 2018 Reserve Subaccount. 3l (3) Notice of any default actually known to the Trustee or Successor Agency within five Business Days after knowledge thereof. (4) Notice of the resignation or removal of the Trustee and the appointment of, and acceptance of duties by, any successor thereto. (5) Notice of the commencement of an Insolvency Proceeding. (6) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the 2018 Bonds. (7) A full original transcript of all proceedings relating to the execution of any amendment, supplement,or waiver to this Indenture. (8) All reports, notices and correspondence to be delivered to Owners of 2018 Bonds under the terms of the Indenture. (j) The 2018 Insurer shall have the right to receive such additional information as it may reasonably request.] (k) [The Successor Agency will permit the 2018 Insurer to discuss the affairs, finances and accounts of the Successor Agency or any information the 2018 Insurer may reasonably request regarding the security for the 2018 Bonds with appropriate officers of the Successor Agency and will use commercially reasonable efforts to enable the 2018 Insurer to have access to the facilities, books and records of the Successor Agency on any Business Day upon reasonable prior notice.] (1) [The Trustee shall notify the 2018 Insurer of any known failure of the Successor Agency to provide notices, certificates and other information to the Trustee under this Indenture.] (m) [The Successor Agency shall not enter into any contract or take any action by which the rights of the 2018 Insurer or security for or sources of payment of the 2018 Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of the 2018 Insurer.] (n) [The Successor Agency shall not enter into any interest rate exchange agreement or any other interest rate maintenance agreement secured by and payable from the Pledged Tax Revenues without the prior written consent of the 2018 Insurer.] Section 4.05 (Provisions Relating to 2018 Reserve Policy. Notwithstanding any other provision herein to the contrary, so long as the 2018 Reserve Policy is in effect, the Successor Agency and the Trustee agree to comply with the following provisions: (a) The Successor Agency shall repay any draws under the 2018 Reserve Policy and pay all related reasonable expenses incurred by the 2018 Insurer and shall pay interest thereon from the date of payment by the 2018 Insurer at the Late Payment Rate_ In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced 32 prime or base lending rate of such national bank as the 2018 Insurer shall specify. If the interest provisions of this subparagraph (a) shall result in an effective rate of interest which, for any period, exceeds the limit of the usury or any other laws applicable to the indebtedness created herein, then all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice between or by any party hereto, be applied as additional interest for any later periods of time when amounts are outstanding hereunder to the extent that interest otherwise due hereunder for such periods plus such additional interest would not exceed the limit of the usury or such other laws, and any excess shall be applied upon principal immediately upon receipt of such moneys by the 2018 Insurer, with the same force and effect as if the Successor Agency had specifically designated such extra sums to be so applied and the 2018 Insurer had agreed to accept such extra payment(s) as additional interest for such later periods. In no event shall any agreed-to or actual exaction as consideration for the indebtedness created herein exceed the limits imposed or provided by the law applicable to this transaction for the use or detention of money or for forbearance in seeking its collection. The Successor Agency shall diligently make repayments for draws and payments of expenses and the interest accrued thereon at the Late Payment Rate (collectively, "Policy Costs") from funds available to the Successor Agency and hereby agrees to amend its then-current Recognized Obligation Payment Schedule to the extent permitted by law in order to include any Policy Costs not so included on such Recognized Obligation Payment Schedule. Amounts in respect of Policy Costs paid to the 2018 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 2018 Insurer on account of principal due, the coverage under the 2018 Reserve Policy will be increased by a like amount, subject to the terms of the 2018 Reserve Policy. The obligation to pay Policy Costs shall be secured by a valid lien on all Pledged Tax Revenues and other collateral pledged as security for the 2018 Bonds (subject only to the priority of payment provisions set forth under this Indenture). Payment of any Policy Costs shall be made prior to replenishment of any amounts drawn on the Reserve Account. Draws on all Qualified Reserve Account Credit Instruments (including the 2018 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 2018 Reserve Subaccount. Payment of Policy Costs and reimbursement of amounts with respect to other Qualified Reserve Account Credit Instruments shall be made on a pro- rata basis prior to replenishment of any cash drawn from the 2018 Reserve Subaccount. For the avoidance of doubt, "available coverage" means the coverage then available for disbursement pursuant to the tenns 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. (b) if the Successor Agency shall fail to pay any Policy Costs in accordance with the requirements of subparagraph (a) hereof, the 2018 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. 33 (c) This Indenture shall not be discharged until all Policy Costs owing to the 2018 Insurer shall have been paid in full. The Successor Agency's obligation to pay such amounts shall expressly survive payment in full of the 2018 Bonds. (d) The Trustee shall ascertain the necessity for a claim upon the 2018 Reserve Policy in accordance with the provisions of subparagraph (a) hereof and provide notice to the 2018 Insurer in accordance with the terms of the 2018 Reserve Policy at least five Business Days prior to each date upon which interest or principal is due on the 2018 Bonds. Where deposits are required to be made by the Successor Agency with the Trustee to the Interest Account or the Principal Account for the 2018 Bonds more often than semi-annually, the Trustee shall give notice to the 2018 Insurer of any failure of the Successor Agency to make timely payment in full of such deposits within two Business Days of the due date.] Section 4.06 Rebate Fund. The Trustee shall establish, when required, a separate fund for the Series 2018A Bonds designated the"Rebate Fund." Absent an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest on the Series 2018A Bonds will not be adversely affected, the Successor Agency shall cause to be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to this Section and the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, for payment to the United States Treasury. All amounts on deposit in the Rebate Fund for the Series 2018A Bonds shall be governed by this Section and the Tax Certificate, unless the Successor Agency obtains and delivers to the Trustee an opinion of Bond Counsel that the exclusion from gross income of interest on the Series 2018A Bonds will not be adversely affected for federal income tax purposes if such requirements are not satisfied. Notwithstanding anything to the contrary contained herein or in the Tax Certificate, the Trustee shall be deemed conclusively to have complied with the provisions of this Section and the Tax Certificate if the Trustee follows the directions of the Successor Agency, and the Trustee shall have no independent responsibility to or liability resulting from failure of the Trustee to enforce compliance by the Successor Agency with the Tax Certificate or the provisions of this Section. (a) Excess Investment Earnings. (i) Computation. Within 55 days of the end of each fifth Bond Year with respect to the Series 2018A Bonds, the Successor Agency shall calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with Section 148(0(2) of the Code and Section 1.148-3 of the Rebate Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g. the temporary investments exception of Section 148(f)(4)(B) and the construction expenditure exception of Section 148(f)(4)(C) of the Code), for this purpose treating the last day of the applicable Bond Year as a computation date, within the meaning of Section 1.148-1(b) of the Rebate Regulations (the "Rebatable Arbitrage"). The Successor Agency shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section. (ii) Transfer. Within 55 days of the end of each fifth Bond Year with respect to the Series 2018A Bonds, upon the Finance Director's written direction, an amount shall he deposited to the Rebate Fund by the Trustee from any legally available funds, including the other funds and accounts established herein, so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so calculated in accordance with clause (i) of this Section 4.04(a). In the event that immediately following the transfer required by the previous sentence, the amount then on 34 deposit to the credit of the Rebate Fund exceeds the amount required to be on deposit therein, upon written instructions from the Finance Director, the Trustee shall withdraw the excess from the Rebate Fund and then credit the excess to the Debt Service Fund. (iii) Payment to the Treasury. The Successor Agency shall direct the Trustee in writing to pay to the United States Treasury, out of amounts in the Rebate Fund. (X) Not later than 60 days after the end of(A) the fifth Bond Year with respect to the Series 2018A Bonds, and (B) each applicable fifth Bond Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Bond Year; and (Y) Not later than 60 days after the payment of all the Series 2018A Bonds, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Bond Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code. In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the Successor Agency shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source, including the other funds and accounts established herein, equal to such deficiency in the Rebate Fund prior to the time such payment is due. Each payment required to be made pursuant to this Section 4.04(a)(iii) shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T prepared by the Successor Agency, or shall be made in such other manner as provided under the Code. (b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after redemption and payment of the Series 2018A Bonds and the payments described in Section 4.04(a)(iii), shall be transferred by the Trustee to the Successor Agency at the written direction of the Successor Agency and utilized in any manner by the Successor Agency. (c) Survival of Defeasance. Notwithstanding anything in this Section 4.04 or this Indenture to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance of the Series 2018A Bonds and any Parity Debt. (d) Trustee Responsible. The Trustee shall have no obligations or responsibilities under this Section other than to follow the written directions of the Successor Agency. The Trustee shall have no responsibility to make any calculations of rebate or to independently review or verify such calculations. ARTICLE V OTHER COVENANTS OF THE SUCCESSOR AGENCY Section 5.01 Punctual Payment. The Successor Agency shall punctually pay or cause to be paid the principal and interest to become due in respect of all the Bonds together with the premium thereon, if any, in strict conformity with the terms of the Bonds and of this Indenture. The Successor Agency shall faithfully observe and perform all of the conditions, covenants and 35 requirements of this Indenture, all Supplemental Indentures and the Bonds. Nothing herein contained shall prevent the Successor Agency from making advances of its own moneys howsoever derived to any of the uses or purposes referred to herein. Section 5.02 Limitation on Additional Indebtedness; Against Encumbrances. The Successor Agency hereby covenants that, so long as the Bonds are Outstanding, the Successor Agency shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any indebtedness, which is in any case payable from all or any part of the Pledged Tax Revenues (i) on a basis senior to the Bonds or(ii) on a parity with the Bonds except for Parity Debt, and then only if the requirements of Section 3.05 are met. The Successor Agency will not otherwise encumber, pledge or place any charge or lien upon any of the Pledged Tax Revenues or other amounts pledged to the Bonds superior or equal to the pledge and lien herein created for the benefit of the Bonds. Section 5.03 Extension of Payment. The Successor Agency will not, directly or indirectly, extend or consent to the extension of the time for the payment of any Bond or claim for interest on any of the Bonds and will not, directly or indirectly, be a party to or approve any such arrangement by purchasing or funding the Bonds or claims for interest in any other manner. In case the maturity of any such Bond or claim for interest shall be extended or funded, whether or not with the consent of the Successor Agency, such Bond or claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded. Section 5.04 Payment of Claims. The Successor Agency shall promptly pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Successor Agency or upon the Pledged Tax Revenues or other amounts pledged to the payment of the Bonds,or any part thereof, or upon any funds in the hands of the Trustee, or which might impair the security of the Bonds. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said claims. Section 5.05 Books and Accounts; Financial Statements. The Successor Agency shall keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Successor Agency and the City, in which complete and correct entries shall be made of all transactions relating to the Redevelopment Project, the Pledged Tax Revenues and the Special Fund. Such books of record and accounts shall at all times during business hours be subject to the inspection of the [2018 Insurer, any other Insurer and the] Owners of not less than ten percent (10%) in aggregate principal amount of the Bonds then Outstanding, or their representatives authorized in writing. The Successor Agency will cause to be prepared, on or before each February 1 so long as the Bonds are Outstanding, complete audited financial statements with respect to such Fiscal Year showing the Pledged Tax Revenues, all disbursements of Pledged Tax Revenues and the financial condition of the Redevelopment Project, including the balances in all funds and accounts relating to the Redevelopment Project, as of the end of such Fiscal Year. The Successor Agency shall promptly furnish a copy of such financial statements to the Trustee, [the 2018 Insurer] [and any other Insurer] at no expense and to any Owner upon reasonable request and at the expense of such Owner. The 36 Trustee shall have no obligation to review any financial statements provided to it by the Successor Agency. [The Successor Agency agrees, consents and will cooperate in good faith to provide information reasonably requested by the 2018 Insurer and will further provide appropriately designated individuals and officers to discuss the affairs, finances and accounts of the Successor Agency or any other matter as the 2018 Insurer may reasonably request.] Section 5.06 Protection of Security and Rights of Owners. The Successor Agency will preserve and protect the security of the Bonds and the rights of the Owners. From and after the Closing Date with respect to Bonds,the Bonds shall be incontestable by the Successor Agency. Section 5.07 Payments of Taxes and Other Charges. Except as otherwise provided herein, the Successor Agency will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Successor Agency or the properties then owned by the Successor Agency in the Project Area, or upon the revenues therefrom when the same shall become due. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said taxes, assessments or charges. The Successor Agency will duly observe and conform with all valid requirements of any governmental authority relative to the Project Area or any part thereof. Section 5.08 Taxation of Leased Property. All amounts derived by the Successor Agency pursuant to Section 33673 of the Law with respect to the lease of property for redevelopment shall be treated as Pledged Tax Revenues for all purposes of this Indenture. Section 5.09 Disposition of Property. The Successor Agency will not participate in the disposition of any land or real property in the Project Area to anyone which will result in such property becoming exempt from taxation because of public ownership or use or otherwise (except property dedicated for public right-of-way and except property planned for public ownership or use by the Redevelopment Plan in effect on the date of issuance of the 2018 Bonds) so that such disposition shall, when taken together with other such dispositions, aggregate more than ten percent (10%) of the land area in the applicable Project Area unless such disposition is permitted as hereinafter provided in this Section 5.09 or was previously approved under the Successor Agency's Long Range Property Management Plan. If the Successor Agency proposes to participate in such a disposition, it shall thereupon appoint an Independent Redevelopment Consultant to report on the effect of said proposed disposition. If the Report of the Independent Redevelopment Consultant concludes that the security of the Bonds, or the rights of the Successor Agency, the Bondowners and the Trustee hereunder will not be materially impaired by said proposed disposition, the Successor Agency may thereafter make such disposition. If said Report concludes that such security will be materially impaired by said proposed disposition, the Successor Agency shall disapprove said proposed disposition. Section 5.10 Maintenance of Pledged Tax Revenues. The Successor Agency shall comply with all requirements of the Law and the Dissolution Act to ensure the allocation and payment to it of the Pledged Tax Revenues as provided in the Dissolution Act. Section 5.11 Tax Covenants. In connection with the Series 2018A Bonds, the Successor Agency covenants and agrees to contest by court action or otherwise any assertion by the United 37 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 Series 2018A 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 Series 20 1 8A Bonds and any 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 Code necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as follows: (a) Private Activity. The Successor Agency will take no action or refrain from taking any action or make any use of the proceeds of the Series 2018A Bonds or tax-exempt Parity Debt or of any other monies or property which would cause the Series 2018A Bonds or Parity Debt to be"private activity bonds"within the meaning of Section 141 of the Code; (b) Arbitrage. The Successor Agency will make no use of the proceeds of the Series 2018A Bonds or Parity Debt or of any other amounts or property, regardless of the source, or take any action or refrain from taking any action which will cause the Series 2018A Bonds or tax- exempt Parity Debt to be"arbitrage bonds' within the meaning of Section 148 of the Code; (c) Federal Guaranty. The Successor Agency will make no use of the proceeds of the Series 2018A Bonds or tax-exempt Parity Debt or take or omit to take any action that would cause the Series 2018A Bonds or the tax-exempt Parity Debt to be "federally guaranteed" within the meaning of Section 149(b) of the Code; (d) Information Reporting. The Successor Agency will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code; (e) Hedge Bonds. The Successor Agency will make no use of the proceeds of the Series 2018A Bonds or any tax-exempt Parity Debt or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause either any Series 2018A Bonds or the tax-exempt Parity Debt to be considered "hedge bonds" within the meaning of Section 149(g) of the Code unless the Successor Agency takes all necessary action to assure compliance with the requirements of Section l49(g) of the Code to maintain the exclusion from gross income of interest on the Series 2018A Bonds and any tax-exempt Parity Debt for federal income tax purposes; and (f) Miscellaneous. The Successor Agency will take no action or refrain from taking any action inconsistent with its expectations stated in that certain Tax Certificate executed by the Successor Agency in connection with each issuance of Series 2018A Bonds and tax-exempt Parity Debt and will comply with the covenants and requirements stated therein and incorporated by reference herein. Section 5.12 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 considered an Event of Default; however, the holders of at least 25% aggregate principal amount of Outstanding Bonds, shall take such actions as 38 may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. Section 5.13 Compliance with the Dissolution Act. The Successor Agency shall comply with all of the requirements of the Law and 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. Further, it will take all actions required under the Dissolution Act to include: (i) scheduled debt service on the Senior Obligations, the 2018 Bonds and any Parity Debt and any amount required under this Indenture to replenish the Reserve Account established hereunder or any separate reserve account established under the Senior Obligations or any Parity Debt Instrument, and (ii) amounts due [to any Insurer hereunder or] under an insurance or surety bond agreement, in Recognized Obligation Payment Schedules for each ROPS Period so as to enable the Auditor- Controller of the County of Sonoma to distribute from the Redevelopment Property Tax Trust Fund to the Successor Agency's Redevelopment Obligation Retirement Fund on each January 2 and June 1 amounts required for the Successor Agency to pay principal of, and interest on, the Bonds coming due in the respective ROPS Period and to pay amounts owed to any Insurer, as well as the other amounts set forth above. In order to accomplish the foregoing, on or before each February 1 (or at such earlier time as may be required by the Dissolution Act), for so long as any Bonds are outstanding, the Successor Agency shall submit an Oversight Board-approved Recognized Obligation Payment Schedule to the Department of Finance and to the Auditor-Controller of the County of Sonoma that shall include, from the first available Pledged Tax Revenues (subject to prior payments described in Section 4.01): (i)all debt service due on the Senior Obligations and all Outstanding Bonds and Parity Debt coming due during the applicable ROPS Period (with one-half of such [calendar year's] [Bond Year's] debt service to be distributed from the Redevelopment Property Tax Trust Fund on June 1 and the remainder of such year's debt service to be distributed from the Redevelopment Property Tax Trust Fund on January 2), [as well as all amounts due and owing to the 2018 Insurer hereunder or to any other Insurer,] and (ii) any amount required to cure any deficiency in the Reserve Account pursuant to this Indenture or any separate reserve account established under the Senior Obligations or any Parity Debt Instrument (including any amounts required due to a draw on the Qualified Reserve Account Credit Instrument [as well as all amounts due and owing to the 2018 Insurer] hereunder). In the event the provisions set forth in the Dissolution Act as of the Closing Date of the 2018 Bonds that relate to the filing of Recognized Obligation Payment Schedules are amended or modified in any manner, the Successor Agency agrees to take all such actions as are necessary to comply with such amended or modified provisions so as to ensure the timely payment of debt service on the 2018 Bonds and other Parity Debt and, if the timing of distributions of the Redevelopment Property Tax Trust Fund is changed, the receipt of(i) not less than one half of the debt service due during each [calendar year] [Bond Year] on the Senior Obligations and all Outstanding Bonds prior to February 1 39 of such [calendar year] [Bond Year], and (ii) the remainder of debt service due during such calendar year on all Outstanding Bonds prior to the next succeeding August 1. [With respect to Recognized Obligation Payment Schedules, if any amounts payable to the 2018 Insurer are not included on the then current Recognized Obligation Payment Schedule, the Successor Agency shall amend such Recognized Obligation Payment Schedule to the extent permitted by law.] Section 5.14 Further Assurances. The Successor Agency will 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 Bonds the rights and benefits provided in this Indenture. Section 5.15 Last and Final Recognized Obligation Payment Schedule. The Successor Agency will not submit the final amendment to a "last and final" Recognized Obligation Payment Schedule [without the 2018 Insurer's consent] unless all amounts that could become due to the 2018 Insurer are included as a line item on the Last and Final Recognized Obligation Payment Schedule, as amended. 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 prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The Successor Agency may remove the Trustee at any time, but only with the consent of all Insurers, upon thirty days' prior written notice, unless an Event of Default shall have occurred and then be continuing, 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 (f) of this Section, 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, with a copy to any Insurer, whereupon the Successor Agency shall appoint a successor Trustee by an instrument in writing. 40 (c) The Trustee may at any time resign by giving written notice of such resignation to the Successor Agency and by giving the Owners and any Insurer 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, with notice of such appointment to be furnished to any Insurer. (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 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 cause either the predecessor Trustee or the successor Trustee to 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. (e) If an Event of Default hereunder occurs with respect to any Bonds of which the Trustee has been given or is deemed to have notice, as provided in Section 6.03(d) hereof, then the Trustee shall immediately give written notice thereof, by first-class mail to the Insurer and the Owner of each such Bond, unless such Event of Default shall have been cured before the giving of such notice; provided, however, that unless such Event of Default consists of the failure by the Successor Agency to make any payment when due, the Trustee shall, within thirty (30) days of the Trustee's knowledge thereof, give such notice to any Insurer, and the Trustee, with the consent of any Insurer may elect not to give such notice if and so long as the Trustee in good faith determines that it is in the best interests of the Bondowners not to give such notice. (0 The Successor Agency agrees that, so long as any Bonds are Outstanding, the Trustee shall be: (i) a financial institution having a 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 $250,000,000, and subject to supervision or examination by federal or state authority; (ii) a state- 41 chartered commercial bank that is a member of the Federal Reserve System having at least $1,000,000,000 of assets; or (iii) an entity otherwise approved by all Insurers in writing. 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 (f), the Trustee shall resign immediately in the manner and with the effect specified in this Section. Section 6.02 Merger or Consolidation. Any bank, national banking association or trust company into which the Trustee may be merged or converted or with which may be consolidated or any bank, national banking association or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank, national banking association 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 or trust company shall be eligible under subsection (f) 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 misconduct as finally determined by a court of competent jurisdiction. 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. (b) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it 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. (c) 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 misconduct of the Trustee as finally determined by a court of competent jurisdiction. Where the Trustee is given the permissive right to do things enumerated in this Indenture, such right shall not be construed as a mandatory duty. (d) 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 42 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 Event of 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 by any other party 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 Pledged Tax Revenues into the Special Fund and the investment and application of moneys on deposit in the Special Fund (other than its covenants to transfer such moneys to the Trustee when due hereunder). (e) The Trustee shall have no liability or obligation to the Bondowncrs with respect to the payment of debt service on the Bonds by the Successor Agency or with respect to the observance or performance by the Successor Agency of 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. (I) 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. (g) 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 the Trustee shall not be responsible for any intentional misconduct or negligence on the part of any agent, attorney or receiver appointed with due care by it hereunder. (h) 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 the Bonds. (i} Before taking any action under Article VIII or this Article at the request of the Owners or any Insurer, the Trustee may require that a satisfactory indemnity bond be furnished by the Owners or any Insurer for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is finally adjudicated by a court of competent jurisdiction to have resulted from its negligence or willful misconduct in connection with any action so taken. (j) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to this Indenture 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 Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Successor Agency shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized Officers") and containing specimen signatures of 43 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 Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The Successor Agency understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Successor Agency shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee 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 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 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 Trustee, including without limitation the risk of the Trustee 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 Trustee 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 Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. (k) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term "force majeure" means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences. (1) The Trustee shall not be responsible for or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof. Section 6.04 Right to Rely on Documents and Opinions. The Trustee shall have no liability in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, facsimile transmission, electronic mail, or other paper or document reasonably 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. The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto is established to the satisfaction of the Trustee. 44 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 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. 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 subject to its record retention policies and shall be subject at all reasonable times upon reasonable notice to the inspection of and copying by the Successor Agency and any Insurer 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 lien on the Pledged 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 against any loss, expense, including legal fees and expenses, and liabilities which it may incur to the extent 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 misconduct of the Trustee, its officers, directors, agents or employees as finally determined by a court of competent jurisdiction. 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. Moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Reserve Account, the Redemption Account and the Costs of Issuance Fund shall be invested by the Trustee in Permitted Investments as directed by the Successor Agency in the Written Request of the Successor Agency filed with the Trustee, except that moneys in the Reserve Account shall not be invested in Permitted Investments having a maturity of more than five (5) years, unless any such Permitted Investment is described in clause (g) of the definition thereof In the absence of any such Written Request of the Successor Agency, the Trustee shall hold any such moneys uninvested. The Trustee shall be entitled to rely conclusively 45 upon the written instructions of the Successor Agency directing investments in Permitted Investments as to the fact that each such investment is permitted by the laws of the State, and shall not be required to make further investigation with respect thereto. With respect to any restrictions set forth in the above list which embody legal conclusions (e.g., the existence, validity and perfection of security interests in collateral), the Trustee shall be entitled to rely conclusively on an opinion of counsel or upon a representation of the provider of such Permitted Investment obtained at the Successor Agency's expense. Moneys in the Special Fund may be invested by the Successor Agency in any obligations in which the Successor Agency is legally authorized to invest its funds. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts held by the Trustee hereunder shall be deposited in the Interest Account (pro-rata among sub-accounts); provided, however, that all interest or gain from the investment of amounts in the Reserve Account shall be deposited by the Trustee in the Interest Account only to the extent not required to cause the balance in the Reserve Account to equal the Reserve Requirement. The Trustee may act as principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee shall incur no liability for losses arising from any investments made at the direction of the Successor Agency or otherwise made in accordance with this Section. For investment purposes only, the Trustee may commingle the funds and accounts established hereunder, but shall account for each separately. 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 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 will furnish the Successor Agency monthly cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. 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. All moneys held by the Trustee shall be held in trust, but need not be segregated from other funds unless specifically required by this Indenture. Except as specifically provided in this Indenture, the Trustee shall not be liable to pay interest on any moneys received by it, but shall he liable only to account to the Successor Agency for earnings derived from funds that have been invested. The Successor Agency covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of any tax-exempt Bonds (within the meaning of Section 148 of the Code), shall be acquired, disposed of, and valued (as of the date that valuation is required by this Indenture or the Code) at Fair Market Value. The Trustee shall have no duty in connection with the determination of Fair Market Value other than to follow its normal practice in determining the value of Permitted Investments, which may include utilizing computerized securities pricing services that may be available to it including those available through its regular accounting system. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code shall be valued by the Successor Agency at their present value (within the meaning of Section 148 of the Code). Investments on deposit in the Reserve 46 Account shall be valued semiannually two (2) Business Days preceding each February 1 and August 1 at their Fair Market Value. 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 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. Section 6.09 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. ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 7.01 Amendment With And Without Consent of Owners. 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 or any Insurer, to the extent permitted by law,but 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, including any covenant or agreement that provides for additional security for the Bonds, 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 3.05; 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 Bond Counsel; or (e) to comply with amendments or supplements to the Dissolution Act; or (f) to comply with the requirements of a provider of a Qualified Reserve Account Credit Instrument. 47 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 each Insurer (but only with respect to any Bonds insured by such Insurer) and 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 any Insurer or 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 no event shall any Supplemental Indenture adversely affect the security for the Bonds or modify any of the rights or obligations of any Insurer without its prior written consent. [In determining whether any amendment, consent,waiver or other action to be taken, or any failure to take action, under this Indenture would adversely affect the security for the 2018 Bonds or the rights of the Owners of the 2018 Bonds, the effect of any such amendment, consent, waiver, action or inaction shall be considered as if there were no 2018 Insurance Policy.] 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 Successor Agency may, with the prior written consent of any Insurer, 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 of the Trustee, and thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such notation, the Successor Agency may determine that new 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 of the Trustee, without cost to such Owners. Section 7.04 Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Owner from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond and, provided further that written consent to such amendment shall first be obtained from any Insurer. Section 7.05 Opinion of Counsel. Prior to executing any Supplemental Indenture, the Trustee shall be furnished an opinion of counsel, upon which it may conclusively rely to the effect that all conditions precedent to the execution of such Supplemental Indenture under this Indenture have been satisfied and such Supplemental Indenture is authorized and permitted under this Indenture and does not adversely affect the exclusion of interest on any tax-exempt Bonds from gross income 48 for federal income tax purposes or adversely affect the exemption of interest on the Bonds from personal income taxation by the State. Section 7.06 Copy of Supplemental Indenture to S&P_ The Successor Agency shall provide to S&P, for so long as S&P maintains a rating on any of the Bonds (without regard to any municipal bond or financial guaranty insurance), a copy of any Supplemental Indenture at least fifteen(15)days prior to its proposed effective date. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 8.01 Events of Default and Acceleration of Maturities. 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 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 thirty (30) days following receipt by the Successor Agency of written notice from the Trustee or any Insurer or written notice from any Owner(with a copy of said notice delivered to the Trustee and any Insurer) 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 thirty (30) day period, such failure will not constitute an event of default if corrective action is instituted by the Successor Agency (with the prior written consent of any Insurer) within such thirty (30) day period and the Successor Agency thereafter diligently and in good faith cures such failure in a reasonable period of time as approved by any Insurer; (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 by the Successor Agency seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will approve a petition by the Successor Agency, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will assume custody or control of the Successor Agency or of the whole or any substantial part of its property; or (d) The principal of any Parity Obligation shall be declared immediately due and payable under the terms of a Parity Debt Instrument. In determining whether an Event of Default has occurred under (a) above, no effect shall be given to payments made under any municipal bond insurance policy, financial guaranty insurance policy or Qualified Reserve Account Credit Instrument. 49 If an Event of Default has occurred under this Section and is continuing, the Trustee, may, and, if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding the Trustee shall, (y) declare the principal of the Bonds, together with the accrued interest thereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything in this Indenture or in the Bonds to the contrary notwithstanding, and (z)subject to the provisions of Section 8.06, exercise any other remedies available to the Trustee and the Bondowners in law or at equity, including an action in mandamus. Immediately upon receiving notice or actual knowledge of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to each Insurer and to the Successor Agency by telephone promptly confirmed in writing. Such notice shall also state whether the principal of the Bonds shall have been declared to be or have immediately become due and payable. With respect to any Event of Default described in subsections (a) or(c) above the Trustee shall, and with respect to any Event of Default described in subsection (b) above the Trustee in its sole discretion may, also give such notice to the Owners by mail, which shall include the statement that interest on the Bonds shall cease to accrue from and after the date, if any, on which the Trustee shall have declared the Bonds to become due and payable pursuant to the preceding paragraph(but only to the extent that principal and any accrued, but unpaid, interest on the Bonds is actually paid on such date). This provision, however, is subject to the condition that if, at any time after the principal of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Successor Agency shall,with the written consent of a majority in aggregate principal amount of the Owners of the Bonds then Outstanding, deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal and interest (to the extent permitted by law), and the reasonable fees and expenses of the Trustee, (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 any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Trustee shall promptly give written notice of the foregoing to any Insurer and the Owners of all Bonds then Outstanding, and with the prior written approval of the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Successor Agency and to the Trustee, may, on behalf of the Owners of all of the Bonds then Outstanding, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. Section 8.02 Application of Funds Upon Acceleration. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture (including the Trustee's share of any Pledged Tax Revenues) and all sums in the funds and accounts established and held by the Trustee hereunder upon the date of the declaration of acceleration as provided in Section 8.01, and all sums thereafter received by the Trustee hereunder, shall be applied by the Trustee in the following order upon presentation of the Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid: 50 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 and expenses of the Trustee; and Second, to the payment of the whole amount then owing and unpaid upon the 2018 Bonds and Parity Debt for principal and interest, as applicable, with interest on the overdue principal, and installments of interest at the net effective rate then borne by the Outstanding 2018 Bonds or Parity Debt(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 2018 Bonds and Parity Debt, then to the payment of such principal and interest without preference or priority, ratably to the aggregate of such principal and interest; and Third, to the payment of amounts required to restore the Reserve Account to the Reserve Requirement and to repay any amounts owed to the Insurer in connection with a draw on the Reserve Policy. Section 8.03 Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of the Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. Section 8.04 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 Successor Agency, the Trustee [and any Insurer] 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. 51 The right of any Owner of any Bond to receive payment of the principal of(and premium, if any) and interest on such Bond as herein provided, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture. Section 8.05 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 Pledged Tax Revenues and other amounts pledged 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 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 to the extent such services are not redundant with those provided by outside 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 Determination of Percentage of Bondowners. Whenever in this Indenture the consent, direction or other action is required or permitted to be given or taken by a percentage of the Owners of an aggregate principal amount of Outstanding Bonds (including by the Owners of a majority in aggregate principal amount of the Outstanding Bonds), such percentage shall be 52 calculated on the basis of the principal amount of the Outstanding Bonds determined as of the next succeeding Interest Payment Date. ARTICLE IX MISCELLANEOUS Section 9.01 Special Obligations. The Bonds are special obligations of the Successor Agency secured by a pledge and lien as described in Section 4.01 hereof. The Bonds are not debts, liabilities or obligations of the City, the State, or any of its political subdivisions, and neither said City, said State, nor any of its political subdivisions is liable thereon, nor in any event shall the Bonds be payable out of any funds or properties other than those pledged by the Successor Agency. The Bonds do not constitute an indebtedness in contravention of any constitutional or statutory debt limitation or restriction. Section 9.02 Benefits Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Successor Agency, [each Insurer,] 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, [such Insurers] and the Owners. To the extent that this Indenture confers upon or gives any Insurer any right, remedy or claim under or by reason of this Indenture, each Insurer is hereby explicitly recognized as being third-party beneficiaries hereunder and may enforce any such right remedy or claim conferred, given or granted hereunder. Section 9.03 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 9.04 Discharge of Indenture. (a) 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: (i) 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; (ii) by irrevocably depositing with the Trustee in trust or an escrow agent, 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, if any, or; (iii) by irrevocably depositing with the Trustee in trust or an escrow agent, 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 53 established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds or the applicable portion thereof(including all principal, interest and redemption premiums) at or before maturity; then, at the election of the Successor Agency, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Pledged Tax Revenues and other amounts, funds and accounts described in Section 4.01 hereof 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(or any Insurer), from the amounts so deposited with the Trustee, all sums due thereon and to pay the Trustee and any Insurer all fees, expenses and costs of the Trustee and any Insurer. 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 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 the Trustee pursuant to Section 6.06 shall be paid over to the Successor Agency. Notwithstanding anything herein to the contrary, to accomplish the defeasance of 2018 Bonds, at least three Business Days prior to any defeasance, the Successor Agency shall deliver to any Insurer of such 2018 Bonds draft copies of an escrow agreement, an opinion of Bond Counsel regarding the validity and enforceability of the escrow agreement and the defeasance of such 2018 Bonds, and a verification report (a "Verification Report') prepared by a nationally recognized independent financial analyst or firm of certified public accountants regarding the sufficiency of the escrow fund. Such opinion and Verification Report shall be addressed to such Insurer and shall be in form and substance satisfactory to such Insurer. In addition, the escrow agreement shall provide that: a)any substitution of securities shall require the delivery of a verification report, an opinion of Bond Counsel that such substitution will not adversely affect the exclusion (if interest on the 2018 Bonds is excludable) from gross income of the holders of the 2018 Bonds of the interest on the 2018 Bonds for federal income tax purposes and the prior written consent of such Insurer; and b)the Successor Agency shall not amend the escrow agreement or enter into a forward purchase agreement or other agreement with respect to rights in the escrow without the prior written consent of such Insurer. (b) Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due of the Bonds is paid by any Insurer, such Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Successor Agency, and the assignment and pledge of the Pledged Tax Revenues and other assets hereunder and all covenants, agreements and other obligations of the Successor Agency to the Bondowners so paid shall continue to exist and shall run to the benefit of such Insurer, and such Insurer shall be subrogated to the rights of such Bondowners, as applicable. Section 9.05 Execution of Documents and Proof of Ownership by Owners. Any request, consent, declaration or other instrument which this Indenture may require or permit to be 54 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 such Owner's 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 proved by the Registration Books. Any demand, request, direction, consent, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Successor Agency or the Trustee 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 9.06 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 and the City shall specify in a certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate. Section 9.07 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 or interest or any premium on the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 9.08 Destruction of Cancelled Bonds. Whenever in this Indenture provision is made for the surrender to the Trustee of any Bonds which have been paid or cancelled pursuant to the provisions of this Indenture, the Trustee shall destroy such bonds and provide the Successor Agency a certificate of destruction. The Successor Agency shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to. Section 9.09 Notices. Any notice, request, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or upon receipt when mailed by first class, registered or certified mail,postage prepaid, or sent by facsimile, addressed as follows: 55 If to the Successor Agency: Successor Agency to the Rohnert Park Community Development Commission 130 Avram Avenue Rohnert Park, California 94928-1180 Attention: Finance Director If to the Trustee: MUFG Union Bank, N.A. 350 California Street, 17`h Floor San Francisco, California 94104 Attention: Corporate Trust Department Fax: (415) 273-2492 Email: AccountAdministration- CorporateTrust(aiunionbank.com The Successor Agency and the Trustee may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 9.10 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. lf, 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 Finance Director of the Successor Agency in trust for the benefit of the Owners. The Successor Agency covenants for the direct benefit of the Owners that the Finance Director 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 9.11 Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest or premium (if any) on or principal of the Bonds which remains unclaimed for two (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 Bondowners 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. Section 9.12 Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall he an original and all of which shall constitute but one and the same instrument. 56 Section 9.13 Governing Law. This Indenture shall be construed and governed in accordance with the laws of the State. 57 IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK has caused this Indenture to be signed in its name by its Executive Director, and MUFG UNION BANK, 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. SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK By: • Executive Director ATTEST: Secretary MUFG UNION BANK, N.A., as Trustee By: Authorized Officer S-1 EXHIBIT A FORM OF SERIES 2018A BOND UNITED STATES OF AMERICA STATE OF CALIFORNIA SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK TAX ALLOCATION REFUNDING BOND,SERIES 2018A INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: August 1, 20 [May , 2018] REGISTERED OWNER: CEDE &CO. PRINCIPAL SUM: DOLLARS The SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK, a public entity duly 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, if any), the Principal Sum stated above and to pay interest thereon from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (as defined below), unless (i) this Bond is authenticated on or before an Interest Payment Date and after 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 (the "Record Date") and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or(ii)this Bond is authenticated on or before August 15, 2018, 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 February 1 and August 1 in each year, commencing August 1, 2018 (each an"Interest Payment Date"),calculated on the basis of a 360-day year comprised of twelve 30-day months. Principal hereof and premium, if any, upon redemption hereof, if any, are payable in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office (the "Principal Corporate Trust Office") of MUFG Union Bank, N.A., in San Francisco, California, as trustee (the "Trustee"). Interest hereon (including the final interest payment upon maturity or redemption) is payable when due by check or draft of the Trustee mailed 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 at the close of business on the preceding Record Date; provided however, that at the written request of any Registered Owner of at least $1,000,000 aggregate principal amount of the Bonds, which written request is on file with the Trustee on any Record Date, interest hereon shall be paid by wire to such account in the United States as is specified in such written request. A-1 This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as "Successor Agency to the Community Development Commission of the City of Rohnert Park Tax Allocation Refunding Bonds, Series 2018A" (the "Bonds"), of an aggregate principal amount of [$Series 2018A Bond Amount], 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, if any, and other provisions) and all issued pursuant to the provisions of Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State (the "Refunding Law"), the Dissolution Act (as such term is defined in the Indenture), and the Community Redevelopment Law, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), and pursuant to an Indenture of Trust, dated as of[May 1, 2018], entered into by and between the Successor Agency and the Trustee (the "Indenture"), providing for the issuance of the Bonds. The Bonds are being issued in the form of registered Bonds without coupons. Additional Parity Debt 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 Dissolution Act and the Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Pledged 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. Capitalized terms not otherwise defined herein shall have the meanings given them in the Indenture. The Bonds have been issued by the Successor Agency for the purpose of providing funds to refinance certain bonds with respect to the Project Area (as such term is defined in the Indenture) and to pay certain expenses of the Successor Agency in issuing the Bonds. The Bonds are special obligations of the Successor Agency and this Bond and the interest hereon and all other Bonds and the interest thereon (to the extent set forth in the Indenture), are secured by a statutory pledge of, and lien on, Pledged Tax Revenues deposited in the Redevelopment Property Tax Trust Fund held by the Auditor-Controller of the County of Sonoma, subject to the payment of certain amounts to taxing entities pursuant to the Dissolution Act, and a pledge of, security interest in and lien on the Pledged Tax Revenues, as more fully described in the Indenture, on deposit in the Redevelopment Obligation Retirement Fund, including the Special Fund therein, and the Debt Service Fund and any fund or account created under the Indenture (other than the Rebate Fund), and are payable from Pledged Tax Revenues remaining after payment of certain amounts to certain taxing entities as provided in the Dissolution Act and this Indenture. There has been created, and will be maintained by, the Successor Agency the Special Fund (as defined in the Indenture) into which Pledged Tax Revenues deposited by the County of Sonoma Auditor-Controller in the Redevelopment Obligation Retirement Fund shall be transferred and from which the Successor Agency shall transfer amounts to the Trustee for payment, when due, of the principal of and the interest and redemption premium, if any, on the Bonds and any additional Bonds (as defined in the Indenture). The Bonds maturing on or prior to [August 1, 2028] are not subject to optional redemption. The Bonds maturing on or after [August 1, 2029], are subject to optional redemption prior to their respective maturity dates as a whole, or in part by lot, on [August 1, 2028] or any date thereafter, by A-2 such maturity or maturities as shall be directed by the Successor Agency (or in absence of such direction, as determined by the Securities Depository or pro rata by maturity and by lot within a maturity), from any source of available funds as the Successor Agency shall direct the Trustee 30 days in advance of the redemption date. Such optional redemption shall be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest to the date fixed for redemption, without premium. [The Bonds that are Term Bonds (the "Term Bonds") maturing August 1, shall also be subject to mandatory redemption in whole, or in part by lot, on August 1 in each year, commencing August 1, ], [respectively,] as set forth below, from sinking fund payments made by the Successor Agency to the Principal Account pursuant to the Indenture, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on August 1 in the respective years as set forth in the following tables; provided however, that (y) in lieu of redemption thereof such Term Bonds may be purchased by the Successor Agency pursuant to the Indenture, and (z) if some but not all of such Term Bonds have been redeemed pursuant to the optional redemption provisions of the Indenture, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Term Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the Successor Agency (notice of which determination shall be given by the Successor Agency to the Trustee). [Term Bonds of ] August 1 Principal Amount (maturity) 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 aggregate principal amount of Bonds of other authorized denominations and of the same series, tenor and maturity. This Bond is transferable upon the Registration Books, by the person in whose name it was registered, in person or by a duly authorized attorney of such person upon surrender to the Trustee at the Principal Corporate Trust Office for cancellation, but only in the manner and subject to the limitations provided in the Indenture. 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 series, tenor and maturity will be issued to the transferee in exchange herefor. The Trustee may refuse to transfer or exchange (a) any Bond during the fifteen (15) days A-3 prior to the date established for the selection of Bonds for redemption, if any, or (h) any Bond selected for redemption, if any. 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 Insurer and the Registered 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 a Supplemental Indenture modify any of the rights or obligations of the Trustee without its prior written consent. In no event shall any Supplemental Indenture modify any of the rights or obligations of any Insurer without its prior written consent. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC''), to the Successor Agency or the Trustee for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the Registered Owner hereof, Cede & Co., has an interest herein. This Bond is not a debt, liability or obligation of the City of Rohnert Park, 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 pledged by the Successor Agency. The Bonds do not constitute an indebtedness in contravention 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 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 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. 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. IN WITNESS WHEREOF, the Successor Agency to the Community Development Commission of the City of Rohnert Park has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Executive Director and attested by the facsimile signature of its Secretary, all as of the Dated Date set forth above. A-4 SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK By: Executive Director ATTEST: Secretary A-5 [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Bonds described in the within-mentioned Indenture. Authentication Date: , 20I8 MUFG UNION BANK, N.A., as Trustee By: Authorized Signatory [FORM OF STATEMENT OF INSURANCE] [TO COME.] A-6 [FORM OF ASSIGNMENT] For value received the undersigned hereby sells, assigns and transfers unto (Name,Address and Tax Identification or Social Security Number of Assignee) the within-registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises. Dated: Signatures Guaranteed: Note: Signature(s)must be guaranteed by an Note: The signatures(s) on this Assignment eligible guarantor. must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. A-7 EXHIBIT B FORM OF SERIES 2018B BOND UNITED STATES OF AMERICA STATE OF CALIFORNIA SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK TAX ALLOCATION REFUNDING BOND,SERIES 2018B (FEDERALLY TAXABLE) INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: August 1, 20_ [May 9, 2018] REGISTERED OWNER: CEDE&CO. PRINCIPAL SUM: DOLLARS The SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK, a public entity duly 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, if any), the Principal Sum stated above and to pay interest thereon from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (as defined below), unless (i) this Bond is authenticated on or before an Interest Payment Date and after 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 (the "Record Date") and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or(ii) this Bond is authenticated on or before August 15, 2018, 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 February 1 and August 1 in each year, commencing August 1, 2018 (each an "Interest Payment Date"), calculated on the basis of a 360-day year comprised of twelve 30-day months. Principal hereof and premium, if any, upon redemption hereof, if any, arc payable in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office (the "Principal Corporate Trust Office") of MUFG Union Bank, N.A., in San Francisco, California, as trustee (the "Trustee"). Interest hereon (including the final interest payment upon maturity or redemption) is payable when due by check or draft of the Trustee mailed 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 at the close of business on the preceding Record Date; provided however, that at the written request of any Registered Owner of at least $1,000,000 aggregate principal amount of the Bonds, which written request is on file with the Trustee on any Record Date, interest hereon shall be paid by wire to such account in the United States as is specified in such written request. B-1 This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as "Successor Agency to the Community Development Commission of the City of Rohnert Park Tax Allocation Refunding Bonds, Series 2018B (Federally Taxable)" (the "Bonds"), of an aggregate principal amount of [$Series 2018B Bond Amount], 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, if any, and other provisions) and all issued pursuant to the provisions of Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State (the "Refunding Law"), the Dissolution Act (as such term is defined in the Indenture), and the Community Redevelopment Law, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), and pursuant to an Indenture of Trust, dated as of [May 1, 2018], entered into by and between the Successor Agency and the Trustee (the"Indenture"), providing for the issuance of the Bonds. The Bonds are being issued in the form of registered Bonds without coupons. Additional Parity Debt 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 Dissolution Act and the Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Pledged 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. Capitalized terms not otherwise defined herein shall have the meanings given them in the Indenture. The Bonds have been issued by the Successor Agency for the purpose of providing funds to refinance certain bonds with respect to the Project Area (as such term is defined in the Indenture) and to pay certain expenses of the Successor Agency in issuing the Bonds. The Bonds are special obligations of the Successor Agency and this Bond and the interest hereon and all other Bonds and the interest thereon (to the extent set forth in the Indenture), are secured by a statutory pledge of, and lien on, Pledged Tax Revenues deposited in the Redevelopment Property Tax Trust Fund held by the Auditor-Controller of the County of Sonoma, subject to the payment of certain amounts to taxing entities pursuant to the Dissolution Act, and a pledge of, security interest in and lien on the Pledged Tax Revenues, as more fully described in the Indenture, on deposit in the Redevelopment Obligation Retirement Fund, including the Special Fund therein, and the Debt Service Fund and any fund or account created under the Indenture (other than the Rebate Fund), and are payable from Pledged Tax Revenues remaining after payment of certain amounts to certain taxing entities as provided in the Dissolution Act and this Indenture. There has been created, and will be maintained by, the Successor Agency the Special Fund (as defined in the Indenture) into which Pledged Tax Revenues deposited by the County of Sonoma Auditor-Controller in the Redevelopment Obligation Retirement Fund shall be transferred and from which the Successor Agency shall transfer amounts to the Trustee for payment, when due, of the principal of and the interest and redemption premium, if any, on the Bonds and any additional Bonds (as defined in the Indenture). The Bonds maturing on or prior to [August 1, 2028] are not subject to optional redemption. The Bonds maturing on or after [August 1, 2029], are subject to optional redemption prior to their respective maturity dates as a whole, or in part by lot, on [August 1, 2028] or any date thereafter, by B-2 such maturity or maturities as shall be directed by the Successor Agency (or in absence of such direction, as determined by the Securities Depository or pro rata by maturity and by lot within a maturity), from any source of available funds as the Successor Agency shall direct the Trustee 30 days in advance of the redemption date. Such optional redemption shall be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest to the date fixed for redemption, without premium. [The Bonds that are Term Bonds (the "Term Bonds") maturing August 1, shall also be subject to mandatory redemption in whole, or in part by lot, on August 1 in each year, commencing August 1, ], (respectively,] as set forth below, from sinking fund payments made by the Successor Agency to the Principal Account pursuant to the Indenture, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on August 1 in the respective years as set forth in the following tables; provided however, that (y) in lieu of redemption thereof such Term Bonds may be purchased by the Successor Agency pursuant to the Indenture, and (z) if some but not all of such Term Bonds have been redeemed pursuant to the optional redemption provisions of the Indenture, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Term Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the Successor Agency(notice of which determination shall be given by the Successor Agency to the Trustee). (Term Bonds of 1 August 1 Principal Amount S (maturity) 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 aggregate principal amount of Bonds of other authorized denominations and of the same series, tenor and maturity. This Bond is transferable upon the Registration Books, by the person in whose name it was registered, in person or by a duly authorized attorney of such person upon surrender to the Trustee at the Principal Corporate Trust Office for cancellation, but only in the manner and subject to the limitations provided in the Indenture. 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 series, tenor and maturity will be issued to the transferee in exchange herefor. The Trustee may refuse to transfer or exchange (a) any Bond during the fifteen (15) days B-3 prior to the date established for the selection of Bonds for redemption, if any, or (b) any Bond selected for redemption, if any. 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 Insurer and the Registered 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 a Supplemental Indenture modify any of the rights or obligations of the Trustee without its prior written consent. In no event shall any Supplemental Indenture modify any of the rights or obligations of any Insurer without its prior written consent. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Successor Agency or the Trustee for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede &Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the Registered Owner hereof, Cede & Co., has an interest herein. This Bond is not a debt, liability or obligation of the City of Rohnert Park, 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 pledged by the Successor Agency. The Bonds do not constitute an indebtedness in contravention 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 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 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. 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. IN WITNESS WHEREOF, the Successor Agency to the Community Development Commission of the City of Rohnert Park has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Executive Director and attested by the facsimile signature of its Secretary, all as of the Dated Date set forth above. B-4 SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK By: City Manager ATTEST: City Clerk B-5 [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Bonds described in the within-mentioned Indenture. Authentication Date: , 2018 MUFG UNION BANK,N.A., as Trustee By: Authorized Signatory [FORM OF STATEMENT OF INSURANCE] [TO COME.] B-6 [FORM OF ASSIGNMENT] For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within-registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises. Dated: Signatures Guaranteed: Note: Signature(s) must be guaranteed by an Note: The signatures(s) on this Assignment eligible guarantor. 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. B-7 EXHIBIT C REFUNDED OBLIGATIONS 1. Payments due with respect to the Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Project, Tax Allocation Bonds, Series 2001 pursuant to the [Rohnert Park Senior Center Loan Agreement] by and between the Community Development Commission of the City of Rohnert Park and the Rohnert Park Financing Authority, dated as of June 1, 2001 2. The Rohnert Park Financing Authority Lease Revenue Refunding Bonds, Series 2003 3. The Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Project,Housing Tax Allocation Bonds, Series 2007H 4. The Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Project,Tax Allocation Bonds, Series 2007R C-1 EXHIBIT D LIST OF PASS-THROUGH AGREEMF,NTs 1. Agreement entitled "Agreement by and among the City of Rohnert Park, California, the Community Development Agency of the City of Rohnert Park, the County of Sonoma, and the Sonoma County Library" by and among the City, the Former Agency, the County and the County Library dated January 12, 1988 2. Agreement entitled "Agreement by and between the Cotati/Rohnert Park Unified School District and the City of Rohnert Park Redevelopment Agency"dated July 7, 1987 D-1 Attachment 3 to Item 5B Staff Report [Cover page only -CLICK HERE to go to the full text of the document] PRIOR BONDS ESCROW AGREEMENT (SERIES 2001 BONDS) THIS PRIOR BONDS ESCROW AGREEMENT(SERIES 2001 BONDS), dated as of[May 1], 2018 (the"Agreement"), by and between the Successor Agency to the Community Development Commission of the City of Rohnert Park (the "Successor Agency") and MUFG Union Bank, N.A., acting in its capacity as escrow agent(the"Escrow Bank")and as the Prior Bonds Trustee(as defined below), is entered into in accordance with an Indenture of Trust,dated as of May 1, 1991,as amended and supplemented by a First Supplemental Indenture of Trust, dated as of January 1, 1999, and a Second Supplemental Indenture of Trust, dated as of September 1, 2001 (collectively, the "Prior Indenture"), each by and between the Community Development Commission of the City of Rohnert Park(the"Former Agency")and MUFG Union Bank,N.A.,as successor trustee thereunder(the"Prior Bonds Trustee"), to refund a]! of the outstanding Prior Bonds (as such term is defined below). RECITALS Stradling Yocca Carlson & Rauth Draft of 1/16/18 PRIOR BONDS ESCROW AGREEMENT (SERIES 2001 BONDS) THIS PRIOR BONDS ESCROW AGREEMENT(SERIES 2001 BONDS), dated as of[May 1], 2018 (the "Agreement"), by and between the Successor Agency to the Community Development Commission of the City of Rohnert Park (the "Successor Agency") and MUFG Union Bank, N.A., acting in its capacity as escrow agent(the"Escrow Bank") and as the Prior Bonds Trustee(as defined below), is entered into in accordance with an Indenture of Trust, dated as of May 1, 1991, as amended and supplemented by a First Supplemental Indenture of Trust, dated as of January 1, 1999, and a Second Supplemental Indenture of Trust, dated as of September 1, 2001 (collectively, the "Prior Indenture"), each by and between the Community Development Commission of the City of Rohnert Park (the "Former Agency") and MUFG Union Bank, N.A., as successor trustee thereunder (the "Prior Bonds Trustee"), to refund all of the outstanding Prior Bonds (as such term is defined below). RECITALS A. The Former Agency previously issued its $8,200,000 initial aggregate principal amount Community Development Commission of the City of Rohnert Park Rohnert Park Redevelopment Project Tax Allocation Refunding Bonds, Series 2001 (the"Prior Bonds"). B. On June 28, 2011, the California Legislature adopted ABx1 26 (the "Dissolution Act")and ABx1 27 (the"Opt-in Bill"). C. 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. D. "Ihe powers, assets and obligations of the Former Agency were transferred on February 1, 2012 to the Successor Agency. E. On or about June 27, 2012, AB 1484 was adopted as a trailer bill in connection with the 2012-13 California Budget. F. AB 1484 specifically authorizes the issuance of refunding bonds by the Successor Agency to refund outstanding bonds for the purpose of reducing debt service. G. The Successor Agency by its Resolution No. adopted January 23, 2018, determined that it is in the Successor Agency's best interest to issue the $ Successor Agency to the Community Development Commission of the City of Rohnert Park Tax Allocation Refunding Bonds, Series 2018A (the -2018A Bonds") pursuant to an Indenture of Trust dated as of the date hereof, by and between the Successor Agency and MUFG Union Bank, N.A.,, as trustee (the "Trustee"). Together with certain other money deposited by the Successor Agency, a portion of the proceeds of the 2018A Bonds will be used to provide the funds to pay on August 1, 2018 (the "Redemption Date") all principal and accrued interest on the Prior Bonds maturing on or after the Redemption Date, without premium (the"Redemption Price"). H. The irrevocable deposit with the Escrow Bank of the moneys described above (as permitted by, in the manner prescribed by, and all in accordance with the Prior Indenture), which moneys, in the opinion of Causey, Demgen & Moore P.C., Denver, Colorado (the "Verification Agent") will be fully sufficient to pay and discharge the Prior Bonds, shall cause the defeasance of the Prior Bonds. AGREEMENT SECTION 1. Deposit of Moneys. The Successor Agency hereby instructs the Prior Bonds Trustee to transfer: (i) $ from the reserve fund maintained pursuant to the Prior Indenture; and (ii) $ from the debt service fund maintained pursuant to the Prior Indenture to the Escrow Bank for deposit in an "Escrow Fund," which shall be created, established and applied by the Escrow Bank solely as provided in this Agreement. The Successor Agency hereby instructs the Escrow Bank to deposit: (i) $ received from the Trustee from a portion of the net proceeds of the sale of the 2018A Bonds; and (ii) $ transferred by the Prior Bonds Trustee from funds and accounts held with respect to the Prior Bonds into the Escrow Fund established hereunder. The Escrow Bank shall hold all such amounts in irrevocable escrow separate and apart from other funds of the Successor Agency and the Escrow Bank in the Escrow Fund. The Escrow Bank acknowledges receipt of the moneys described above and agrees immediately to invest such moneys in the Federal Securities listed on Schedule A and to deposit such Federal Securities in the Escrow Fund. SECTION 2. Sufficiency of Moneys. The Escrow Bank acknowledges receipt of the moneys described in Section 1. The Escrow Bank shall be entitled to rely upon the conclusion of the Verification Agent that the Federal Securities listed on Schedule A 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 on the Redemption Date the Redemption Price of the Prior Bonds. SECTION 3. Investment of Any Remaining Moneys. At the written direction of the Successor Agency, the Escrow Bank shall reinvest any other amount of principal and interest, or any portion thereof, received from the Federal Securities prior to the date on which such payment is required for the purposes set forth herein, in noncallable Federal Securities maturing not later than the date on which such payment or portion thereof is required for the purposes set forth in Section 5, at the written direction of the Successor Agency, as verified in a report prepared by an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions to the effect that the reinvestment described in said report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay on the Redemption Date the Redemption Price of the Prior Bonds maturing on and after the Redemption Date, and provided that the Successor Agency has obtained and delivered to the Escrow Bank an unqualified opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Prior Bonds or the 2018A Bonds. Any interest income resulting from investment or reinvestment of moneys pursuant to this Section 3 which are not required for the purposes set forth in Section 5, as verified in the letter of the Verification Agent originally obtained by the Successor Agency with respect to the refunding of the Prior Bonds or in any other report prepared by an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of tax-exempt obligations of political subdivisions, shall be paid to the Successor Agency promptly upon the receipt of such interest income by the Escrow Bank. The 2 determination of the Successor Agency as to whether an accountant qualifies under this Agreement shall be conclusive. SECTION 4. Substitution of Securities. Upon the written request of the Successor Agency, and subject to the conditions and limitations herein set forth and applicable governmental rules and regulations, the Escrow Bank shall sell, redeem or otherwise dispose of the Federal Securities, provided that there are substituted therefor from the proceeds of the Federal Securities other Federal Securities,but only after the Successor Agency has obtained and delivered to the Escrow Bank: (i) an unqualified opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, to the effect that the substitution of securities is permitted under the legal documents in effect with respect to the Prior Bonds and that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Prior Bonds or the 2018A Bonds; and (ii) a report by a firm of independent certified public accountants to the effect that the reinvestment described in said report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay on the Redemption Date the Redemption Price of the Prior Bonds maturing on and after the Redemption Date. The Escrow Bank shall not be liable or responsible for any loss resulting from any reinvestment made pursuant to this Agreement and in full compliance with the provisions hereof. SECTION 5. Payment of Prior Bonds. (a) Payment. From the maturing principal of the Federal Securities and the investment income and other moneys on deposit in the Escrow Fund, the Escrow Bank shall apply the amounts on deposit in the Escrow Fund to pay the Redemption Price of the Prior Bonds on the Redemption Date. (b) Irrevocable Instructions to Provide Notice. The form of the notices required to be mailed pursuant to Sections 2.03(d) (redemption) and 9.03 (defeasance) of the Prior indenture are substantially in the forms attached hereto as Exhibits A and B, respectively. The Successor Agency hereby irrevocably instructs the Escrow Bank to mail such notices to the parties specified in and in accordance with the Prior Indenture. (c) Unclaimed Moneys. Any moneys which remain unclaimed for two years after the Redemption Date and which are not needed to pay owners of the Prior Bonds shall be repaid by the Escrow Bank to the Successor Agency. (d) Priority of Payments. The owners of the Prior Bonds shall have a first and exclusive lien on all moneys in the Escrow Fund until such moneys are used and applied as provided in this Agreement. (e) Termination of Obligation. As provided in the Prior Indenture, upon deposit of moneys with the Escrow Bank in the Escrow Fund as set forth in Section 1 hereof, the owners of the Prior Bonds shall cease to he entitled to the pledge of the Tax Revenues and other funds provided for in the Prior Indenture, and all other obligations of the Successor Agency and the Trustee under the Prior Indenture with respect to the Prior Bonds shall cease and terminate, except as set forth in the Prior Indenture. SECTION 6. Application of Certain Terms of the Prior Indenture. All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the Prior 3 Bonds and relating to the exchange or transfer of the Prior Bonds are incorporated in this Agreement as if set forth in full herein. The procedures set forth in Article VI of the Prior Indenture relating to the removal, resignation and merger of the Prior Bonds Trustee under the Prior Indenture are also incorporated in this Agreement as if set forth in full herein and shall be the procedures to be followed with respect to any removal, resignation or merger of the Escrow Bank hereunder. SECTION 7. Performance of Duties. The Escrow Bank agrees to perform only the duties set forth herein and shall have no responsibility to take any action or omit to take any action not set forth herein. SECTION 8. Escrow Bank's Authority to Make Investments. Except as provided herein, the Escrow Bank shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose of the moneys held hereunder. SECTION 9. Indemnity. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Bank and its respective successors, assigns, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against the same by the Successor Agency or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds deposited therein, the retention of the funds and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Agreement; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against the Escrow Bank's own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Bank's respective employees or the willful breach by the Escrow Bank of the terms of this Agreement. In no event shall the Successor Agency or the Escrow Bank be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Bank. SECTION 10. Responsibilities of Escrow Bank. The Escrow Bank and its agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, transfer or other application of moneys or obligations by the Escrow Bank in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow 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 statements of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representation as to the sufficiency of the proceeds to accomplish the refunding of the Prior Bonds or to the validity of this 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 Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Bank shall be determined by the express provisions of this Agreement. The Escrow Bank may consult with counsel, who may or may not be 4 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 Agreement, such matter may be deemed to be conclusively established by a certificate signed by an officer of the Successor Agency. No provision of this 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. 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 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 Bank 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. 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 5 of its corporate trust business shall be the successor to the Escrow Bank without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. The Escrow Bank shall furnish the Successor Agency with periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank or brokers selected by the Successor Agency. Upon the Successor Agency's election, such statements will be delivered via the Escrow Bank'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 Escrow Bank as they occur, to the extent permitted by law. The Successor Agency further understands that trade confirmations for securities transactions effected by the Escrow Bank will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker SECTION 11. Amendments. This Agreement is made for the benefit of the Successor Agency and the owners from time to time of the Prior Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such owners, the Escrow Bank and the Successor Agency; provided, however, that the Successor Agency and the Escrow Bank may, without the consent of, or notice to, such owners, amend this Agreement or enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such owners and as shall not be inconsistent with the terms and provisions of this Agreement or the Prior Indenture, for any one or more of the following purposes: (i)to cure any ambiguity or formal defect or omission in this Agreement; (ii)to grant to, or confer upon, the Escrow Bank for the benefit of the owners of the Prior Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such owners or the Escrow Bank; and (iii)to include under this Agreement additional funds. The Escrow Bank shall be entitled to rely conclusively upon an unqualified opinion of Stradling Yocca Carlson& Rauth, A Professional Corporation, or other bond counsel designated by the Successor Agency with respect to compliance with this Section 11, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the owners of the various Prior Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section 11. In the event of any conflict with respect to the provisions of this Agreement, this Agreement shall prevail and be binding. SECTION 12. Notice to Standard & Poor's. The Successor Agency agrees to provide S&P Global Ratings, a Standard & Poor's Financial Services, LLC business, prior notice of each amendment entered into pursuant to Section I 1 hereof and a copy of such proposed amendment, and to forward a copy (as soon as possible) of (i) each amendment hereto entered into pursuant to Section 11 hereof, and (ii)any action relating to severability or contemplated by Section 15 hereof SECTION 13. Term. This Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either: (i) the date upon which the Prior Bonds have been paid in accordance with this Agreement; or (ii)the date upon which no unclaimed moneys remain on deposit with the Escrow Bank pursuant to Section 5(c)of this Agreement. SECTION 14. Compensation. The Escrow Bank shall receive its reasonable fees and expenses as previously agreed to by the Escrow Bank and the Successor Agency and any other reasonable fees and expenses of the Escrow Bank approved by the Successor Agency; provided, however, that under no circumstances shall the Escrow Bank be entitled to any lien or assert any lien whatsoever on any moneys or obligations in the Escrow Fund for the payment of fees and expenses for services rendered or expenses incurred by the Escrow Bank under this Agreement. 6 SECTION 15. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Successor Agency or the Escrow Bank to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void and shall be deemed separate from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as an original but all of which shall constitute and be but one and the same instrument. SECTION 17. Governing Law. This Agreement shall be construed under the laws of the State of California. SECTION 18. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in the city in which is located the office of the Escrow Bank are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Agreement, and no interest shall accrue for the period from and after such nominal date. SECTION 19. Assignment. This Agreement shall not be assigned by the Escrow Bank or any successor thereto without the prior written consent of the Successor Agency. SECTION 20. Reorganization of Escrow Bank. Notwithstanding anything to the contrary contained in this Agreement, 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 the Escrow Bank is a party, or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Escrow Bank without execution or filing of any paper or any paper or further act, if such company is eligible to serve as Escrow Bank. SECTION 21. Insufficient Funds. If at any time the Escrow Bank has actual knowledge that the moneys in the Escrow Fund, will not be sufficient to make all payments required by this Agreement, the Escrow Bank shall notify the Successor Agency in writing, of the amount thereof and the reason therefor to the extent known to it. The Escrow Bank shall have no responsibility regarding any such deficiency. SECTION 22. Notice to Escrow Bank, Successor Agency. Any notice to or demand upon the Escrow Bank may be served or presented, and such demand may be made, at the office of the Escrow Bank at MUFG Union Bank, N.A., 350 California Street, 17th Floor, San Francisco, CA 94104, Attention: Corporate Trust Department, Facsimile: 415-273-2492; Email: CashControlGroup-LosAngelesgunionbank.com. 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 registered or certified mail, and deposited, postage prepaid, in a post office letter box, addressed to the Successor Agency at 130 Avram Avenue, Rohnert Park, CA 94928, Attention: City Manager 7 (or such other address as may have been filed in writing by the Successor Agency with the Escrow Bank). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and attested as of the date first above written. SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK By: Chief Financial Officer of the City of Rohnert Park, Solely in its Capacity as the Designated Successor Agency to the Community Development Commission of the City of Rohnert Park, a Former Public Body, Corporate and Politic ATTEST: City Clerk of the City of Rohnert Park, Solely in its Capacity as the Designated Successor Agency to the Community Development Commission of the City of Rohnert Park, a Former Public Body, Corporate and Politic [SIGNATURES CONTINUED ON NEXT PAGE.] S-1 [SIGNATURE PAGE CONTINUED.] MUFG UNION BANK,NA,, as Escrow Bank and Prior Bonds Trustee By: Authorized Officer S-2 SCHEDULE A ESCROW CASH FLOW Moneys deposited in the Escrow Fund shall be invested as follows: Principal Interest Security Maturity Amount Rate Total Cost 8/01/2018 The escrow requirements for the Prior Bonds are as follows: Period Principal E»dingy Principal Redeemed Interest Total 8/01/2018 $ $ $ $ Schedule A-1 EXHIBIT A NOTICE OF FULL OPTIONAL REDEMPTION COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK ROHNERT PARK REDEVELOPMENT PROJECT TAX ALLOCATION REFUNDING BONDS SERIES 2001 BASE CUSIP 77539V NOTICE IS HEREBY GIVEN to the owners of the above-captioned obligations (the "2001 Bonds") pursuant to the Indenture of Trust, dated as of May 1, 1991, as amended and supplemented by a First Supplemental Indenture, dated as of January 1, 1999, and a Second Supplemental Indenture of Trust, dated as of September 1, 2001 (collectively, the "Prior Indenture"), each by and between the Successor Agency to the Community Development Commission of the City of Rohnert Park (the "Agency") and MUFG Union Bank, N.A., as successor trustee (the "Trustee"), that all of the outstanding 2001 Bonds in the aggregate principal amount of$2,225,000 have been called for redemption on August 1, 2018 (the "Redemption Date"). The 2001 Bonds to be called, which were originally issued on November 7, 2001, are described in the below table: Maturity CUS1P (August 1) Rate Amount Price AC3 2020 5.250% $2,225,000 100% The 2001 Bonds will be payable on the Redemption Date at a price of 100% of the principal amount plus accrued interest thereon to such date (the "Redemption Price"). The Redemption Price of the 2001 Bonds will become due and payable on the Redemption Date. From and after the Redemption Date, interest on the 2001 Bonds will cease to accrue, and such 2001 Bonds will be surrendered to the Trustee. Funds in an amount that is sufficient to pay the Redemption Price of the 2001 Bonds will be on deposit with the Trustee prior to the Redemption Date. To receive payment on the Redemption Date, owners of the 2001 Bonds should present and surrender said 2001 Bonds for redemption at the Redemption Price on the Redemption Date at the address of the Trustee set forth below: MUFG Union Bank, N.A. 445 S. Figueroa Street, Suite 401 Los Angeles, CA 90071 Attention: Bond Redemptions/Corporate Trust Redemptions A form W-9 must be submitted with the 2001 Bonds. Failure to provide a completed form W-9 will result in 31% backup withholding pursuant to the Interest and Dividend Tax Compliance Act of 1983. Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, 28% will be withheld if the tax identification number is not properly certified. Exhibit A-1 If the Owner of any 2001 Bond fails to deliver such 2001 Bond to the Trustee on the Redemption Date, such 2001 Bond shall nevertheless be deemed redeemed on the Redemption Date and the Owner of such 2001 Bond shall have no rights in respect thereof except to receive payment of the Redemption Price from funds that are held by the Trustee for such payment. Note: The Agency and the Trustee shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness in the notice or as printed on any 2001 Bond. They are included solely for the convenience of the holders. By: MUFG UNION BANK, N.A., as Trustee June 29, 2018. Exhibit A-2 EXHIBIT B NOTICE OF DEFEASANCE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK ROHNERT PARK REDEVELOPMENT PROJECT TAX ALLOCATION REFUNDING BONDS SERIES 2001 BASE CUSIP 77539V NOTICE IS HEREBY GIVEN to the owners of a portion of the above-captioned obligations (the "2001 Bonds") of the Successor Agency to the Community Development Commission of the City of Rohnert Park (the "Agency") that the Agency has deposited with MUFG Union Bank, N.A., as trustee (the "Trustee") under the Indenture of Trust, dated as of May 1, 1991, as amended and supplemented by a First Supplemental Indenture of Trust, dated as of January 1, 1999, and a Second Supplemental Indenture of Trust, dated as of September 1, 2001 (collectively, the "Prior Indenture"), each by and between the Agency and the Trustee, cash and federal securities maturing on or before the date hereof in an amount that is sufficient to pay on the date hereof the principal of the 2001 Bonds maturing on and after the date hereof, plus accrued interest thereon to such date. The 2001 Bonds to be defeased are described in the below table: Maturity CUSIP (August 1) Rate Amount Price AC3 2020 5.250% $2,225,000 100% In accordance with the Prior Indenture: (i) the 2001 Bonds are deemed to have been paid in accordance with Section 9.03 thereof and are no longer outstanding; and (ii) the pledge of the Tax Revenues and other funds provided for in the Prior Indenture, and all other obligations of the Agency and the Trustee under the Prior Indenture with respect to the 2001 Bonds shall cease and terminate, except as set forth in the Prior Indenture. No representation is made as to the correctness of the CUSIP number either as printed on any 2001 Bond or as contained herein and any error in the CUSIP number shall not affect the validity of the proceedings for redemption of the 2001 Bonds. MUFG UNION BANK, N.A., as Trustee May_, 2018. Exhibit B-I Attachment 4 to Item 5B Staff Report [Cover page only - CLICK HERE to go to the full text of the document] SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK TAX ALLOCATION REFUNDING BONDS, TAX ALLOCATION REFUNDING BONDS, SERIES 2018A SERIES 2018E (FEDERALLY TAXABLE) BOND PURCHASE AGREEMENT 2018 Successor Agency to the Community Development Commission of the City of Rohnert Park 130 Avram Avenue Rohnert Park, California 94927 Ladies and Gentlemen: Stifel, Nicolaus & Company, Incorporated (the "Underwriter") offers to enter into this Bond Purchase Agreement (the "Bond Purchase Agreement") with the Successor Agency to the Community Development Commission of the City of Rohnert Park (the "Successor Agency"), which will be binding upon the Successor Agency and the Underwriter upon the acceptance hereof by the Successor Agency. This offer is made subject to its acceptance by the Successor Agency by execution of this Bond Purchase Agreement and its delivery to the Underwriter on or before 5:00 P.M., California time, on the date hereof. The Successor Agency acknowledges and agrees that: (i) the purchase and sale of the Bonds (as hereinafter defined) pursuant to this Bond Purchase Agreement is an arm's- length commercial transaction between the Successor Agency and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting Jones Hall Draft 1-11-18 SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK $ $ TAX ALLOCATION REFUNDING BONDS, TAX ALLOCATION REFUNDING BONDS, SERIES 2018A SERIES 2018B (FEDERALLY TAXABLE) BOND PURCHASE AGREEMENT , 2018 Successor Agency to the Community Development Commission of the City of Rohnert Park 130 Avram Avenue Rohnert Park, California 94927 Ladies and Gentlemen: Stifel, Nicolaus & Company, Incorporated (the "Underwriter')offers to enter into this Bond Purchase Agreement (the "Bond Purchase Agreement") with the Successor Agency to the Community Development Commission of the City of Rohnert Park (the "Successor Agency'), which will be binding upon the Successor Agency and the Underwriter upon the acceptance hereof by the Successor Agency. This offer is made subject to its acceptance by the Successor Agency by execution of this Bond Purchase Agreement and its delivery to the Underwriter on or before 5:00 P.M., California time, on the date hereof. The Successor Agency acknowledges and agrees that: (i) the purchase and sale of the Bonds (as hereinafter defined) pursuant to this Bond Purchase Agreement is an arm's-length commercial transaction between the Successor Agency and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and the Underwriter is not acting as a financial advisor or fiduciary to the Successor Agency and has not assumed an advisory or fiduciary responsibility in favor of the Successor Agency with respect to the offering of the Bonds or the process leading thereto(whether or not the Underwriter has advised or is currently advising the Successor Agency on other matters); (iii) the only obligations the Underwriter has to the Successor Agency with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; (iv) the Successor Agency has consulted its own legal, accounting, tax, financial, municipal and other advisors to the extent it has deemed appropriate; (v) the Underwriter has financial interests that may differ from and be adverse to those of the Successor Agency; and (vi) the Underwriter has provided the Successor Agency with certain disclosures required under the rules of the Municipal Securities Rulemaking Board (the "MSRB'). The Successor Agency hereby acknowledges receipt from the Underwriter of disclosures required by the MSRB Rule G-17, relating to the Underwriter's role in the transaction, the Underwriter's compensation, conflict disclosures. if any, and complex municipal securities financing, if any. Terms not otherwise defined herein shall have the same meanings as set forth in the Indenture, described below. 1. Purchase and Sale; Use of Proceeds. Upon the terms and conditions and in reliance upon the representations, warranties and covenants herein, the Successor Agency hereby agrees to sell to the Underwriter and the Underwriter hereby agrees to purchase from the Successor Agency for offering to the public, all (but not less than all)of the (i) $ Successor Agency to the Community Development Commission of the City of Rohnert Park, Tax Allocation Refunding Bonds, Series 2018A(the"Series 2018A Bonds"), at the purchase price of$ (the "Series 2018A Bonds Purchase Price") (being the principal amount of the Series 2018A Bonds of $ , less an Underwriter's discount of $ , and [less]/[plus] a[n] [net] original issue [discount]/[premium] of $ ), and (ii) $ Successor Agency to the Community Development Commission of the City of Rohnert Park, Tax Allocation Refunding Bonds, Series 2018B (Federally Taxable) (the "Series 2018E Bonds" and together with the Series 2018A Bonds, the "Bonds'), at the purchase price of $ (the "Series 2018B Bonds Purchase Price" and together with the Series 2018A Bonds Purchase Price, the "Purchase Price") (being the principal amount of the Series 2018B Bonds of $ , less an Underwriter's discount of $ , and [less]/[plus] a[n] [net] original issue [discount]/[premium] of $ ). [As an accommodation to the Successor Agency, on the Closing Date (as defined in Section 6 below), the Underwriter will pay, from the Series 2018A Bonds Purchase Price, the total sum of $ to . (the '2018 Insurer") representing the total premiums for the (i) insurance policy to be issued by the 2018 Insurer concurrently with the delivery of the Series 2018A Bonds guaranteeing the scheduled payment of principal of and interest on the Series 2018A Bonds when due (the "Series 2018A Insurance Policy"), and (ii) Municipal Bond Debt Service Reserve Insurance Policy issued by the 2018 Insurer guaranteeing certain payments into the Reserve Account with respect to the 2018 Bonds (the "2018 Reserve Policy"). As a further accommodation to the Successor Agency, the Underwriter will pay, from the Series 2018B Bonds Purchase Price, the total sum of $ to the 2018 Insurer representing the total premiums for the (i) insurance policy issued by the 2018 Insurer guaranteeing the scheduled payment of principal of and interest on the Series 2018B Bonds when due (the "Series 2018B Insurance Policy" and together with the Series 2018A Insurance Policy, the "2018 Insurance Policies.), and (ii) the 2018 Reserve Policy.] On the Closing Date, the Underwriter will deliver the remainder of the Series 2018A Bonds Purchase Price in the amount of $ and the remainder of the Series 2018B Bonds Purchase Price in the amount of $ (representing Series 2018A Bonds Purchase Price and Series 2018B Bonds Purchase Price net of the amounts to be wired to the 2018 Insurer by the Underwriter as described in the preceding paragraph) to MUFG Union Bank, N.A., as trustee (the "Trustee"), on behalf of the Successor Agency. The Bonds shall be dated the Closing Date, and shall bear interest at the rates, shall mature on the dates and in the principal amounts and shall be subject to redemption, all as set forth in the attached Exhibit A. The net proceeds of the Bonds will be used by the Successor Agency to refund or prepay, as applicable, the following outstanding obligations of the Successor Agency, as successor to the former Community Development Commission of the City of Rohnert Park (the "Prior Agency"): (i) the Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Project, Tax Allocation Refunding Bonds, Series 2001 (the "2001 Bonds"): (ii) Second Amendment to Reimbursement Agreement, dated as of July 1. 2003 (the 2003 Loan -2- Agreement"), by and between the City and the Successor Agency, as successor to the Prior Agency, in connection with the Rohnert Park Financing Authority Lease Revenue Refunding Bonds, Series 2003 (the "2003 Bonds.), issued by the Rohnert Park Financing Authority (the "Authority"); (iii) Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Project, Housing Tax Allocation Bonds, Series 2007H; and (iv) Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Project, Tax Allocation Bonds, Series 2007R (collectively, the Refunded Obligations"). The remaining proceeds of the will be used to pay the premiums for the 2018 Insurance Policies and the 2018 Reserve Policy, and the costs of issuing the Bonds. The Bonds are special, limited obligations of the Successor Agency, payable from, and secured by a lien on Pledged Tax Revenues, as such term is defined in an Indenture of Trust. dated as of [May 1, 2018] (the "Indenture"), by and between the Successor Agency and the Trustee. The Refunded Obligations will be refunded or prepaid, as applicable, pursuant to separate escrow agreements or redemption instructions for each of the Refunded Obligations (collectively, the "Escrow Agreements") by and between the Successor Agency and MUFG Union Bank, N.A., acting as escrow bank or prior trustee, as applicable (the "Escrow Bank"). The Bonds were authorized to be issued by a resolution of the Successor Agency, adopted on January 23, 2018 (the "Successor Agency Bond Resolution"), and a resolution of the Oversight Board of the Successor Agency to the Community Development Commission of the City of Rohnert Park, adopted on January 29, 2018 (the "Oversight Board Resolution"). The refunding of the 2003 Bonds and the repayment of the 2003 Loan Agreement were approved by the City Council of the City pursuant to a resolution adopted on January 29, 2018 (the "City Resolution")_ The refunding of the 2003 Bonds were approved by the Board of Directors of the Authority pursuant to a resolution adopted on January 29, 2018 (the "Authority Resolution"). 2. Bona Fide Public Offering: Establishing of Issue Price. (a) Offering. It shall be a condition to the Successor Agency's obligations to sell and to deliver the Bonds to the Underwriter and to the Underwriter's obligations to purchase, to accept delivery of and to pay for the Bonds that the entire aggregate principal amount of the Bonds shall be issued, sold and delivered by the Successor Agency and purchased, accepted and paid for by the Underwriter at the Closing. The Underwriter agrees to make a bona fide public offering of all of the Bonds at the initial public offering prices or yields set forth in Exhibit A hereto and on the inside front cover page of the Official Statement. (b) Establishing Issue Price. The Underwriter agrees to assist the Successor Agency in establishing the issue price of the Series 2018A Bonds and shall execute and deliver to the Successor Agency at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Successor Agency and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2018A Bonds. All actions to be taken by the Successor Agency under this section to establish the issue price of the Series 2018A Bonds may be taken on behalf of the Successor Agency by Fieldman, Rolapp & Associates, Inc. (the "Municipal Advisor-) and any notice or report to be provided to the Successor Agency may be provided to the Municipal Advisor. -3- [Except as otherwise set forth in Exhibit A attached hereto,] the Successor Agency will treat the first price at which 10% of each maturity of the Series 2018A Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Successor Agency the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2018A Bonds, the Underwriter agrees to promptly report to the Successor Agency the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Series 2018A Bonds of that maturity or until all Bonds of that maturity have been sold to the public. [The Underwriter confirms that it has offered the Series 2018A Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2018A Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed immediately after the execution of this Bond Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Successor Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Successor Agency to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the- offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2018A Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: a. the close of the fifth (5th) business day after the sale date; or b. the date on which the Underwriter has sold at least 10% of that maturity of the Series 2018A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the Successor Agency when it has sold 10% of that maturity of the Series 2018A Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.][Applies only if the Underwriter agrees to apply the hold-the-offering-price rule] The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Series 2018A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2018A Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Successor Agency acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series 2018A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the- offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution agreement was employed in connection with -4- the initial sale of the Series 2018A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Successor Agency further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Series 2018A Bonds. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (1) "public" means any person other than an underwriter or a related party; (2) "underwriter" means (A) any person that agrees pursuant to a written contract with the Successor Agency (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2018A Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Series 2018A Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Series 2018A Bonds to the public): (3) a purchaser of any of the Series 2018A Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (4) "sale date" means the date of execution of this Bond Purchase Agreement by all parties. 3. Official Statement. The Successor Agency shall deliver or cause to be delivered to the Underwriter promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, dated the date hereof (which, together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the Underwriter, the "Official Statement"). The Successor Agency authorizes the Official Statement, including the cover page and Appendices thereto and the information contained therein, to be used in connection with the sale of the Bonds and ratifies; confirms and approves the use and distribution by the Underwriter for such purpose, prior to the date hereof, of the Preliminary Official Statement dated , 2018 (the "Preliminary Official Statement"). The Successor Agency authorized distribution of the Preliminary Official Statement and preparation and distribution of a final Official Statement pursuant to a resolution adopted on March 27, 2018 (the "Successor Agency OS Resolution," together with the Successor Agency Bond Resolution, the "Successor Agency Resolutions"). The Successor Agency deems such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the Securities -5- Exchange Act of 1934, as amended (Rule 15c2-12"), except for information allowed to be omitted by Rule 15c2-12_ The Successor Agency also agrees to deliver to the Underwriter, at the Successor Agency's sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 and with Rule G-32 and all other applicable rules of the MSRB. The Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof. Such Official Statement shall contain all information previously permitted to be omitted by Rule 15c2-12. The Underwriter agrees to give written notice to the Successor Agency of the date after which the Underwriter shall no longer be obligated to deliver Official Statements pursuant to paragraph (b)(4) of Rule 15c2-12 which shall be no later than 25 days after the End of the Underwriting Period (as such term is hereinafter defined). The Underwriter agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the Successor Agency, in compliance with MSRB Rule G-32, and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission (the "SEC") rules and MSRB rules governing the offering, sale and delivery of the Bonds to the ultimate purchasers thereof. 4. Representations, Warranties and Agreements of the Successor Agency. The Successor Agency represents and warrants to the Underwriter that, as of the Closing Date: (a) The Successor Agency is a public entity existing under the laws of the State of California (the "State"), and is authorized, among other things, to (i) issue the Bonds, and (ii) secure the Bonds in the manner contemplated by the Indenture. (b) The Successor Agency has the full right, power and authority to (i) enter into the Indenture, the Escrow Agreements, the Disclosure Certificate (as hereinafter defined) and this Bond Purchase Agreement, (ii) issue, sell and deliver the Bonds to the Underwriter as provided herein, and (iii) carry out and consummate all other transactions on its part contemplated by each of the aforesaid documents, and the Successor Agency has complied with all provisions of applicable law in all matters relating to such transactions. (c) The Successor Agency has duly authorized (i) the execution and delivery of the Bonds and the execution, delivery and due performance by the Successor Agency of the Escrow Agreements, the Disclosure Certificate, this Bond Purchase Agreement and the Indenture, (ii)the distribution and use of the "deemed final" Preliminary Official Statement and the execution, delivery and distribution of the final Official Statement, and (iii) the taking of any and all such action as may be required on the part of the Successor Agency to carry out, give effect to and consummate the transactions on its part contemplated by such instruments. All consents or approvals necessary to be obtained by the Successor Agency in connection with the foregoing have been received, and the consents or approvals so received are still in full force and effect. (d) The information contained in the Preliminary Official Statement (excluding therefrom for any information relating to the [2018 Insurer, the 2018 Insurance Policies, the 2018 Reserve Policy], DTC and its book-entry system included therein and the information therein under the caption "UNDERWRITING") is true and correct in all material respects, and the Preliminary Official Statement did not on the date thereof contain any untrue or misleading statement of a material fact relating to the Successor Agency or the City of Rohnert park (the "City") or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) The information contained in the Official Statement (excluding therefrom for any information relating to the [2018 Insurer, the 2018 Insurance Policies, the 2018 Reserve Policy], -6- DTC and its book-entry system included therein and the information therein under the caption -UNDERWRITING") is true and correct in all material respects, and the Official Statement does not contain any untrue or misleading statement of a material fact relating to the Successor Agency or the City or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) Neither the execution and delivery by the Successor Agency of the Indenture, the Escrow Agreements, the Disclosure Certificate, this Bond Purchase Agreement and of the Bonds nor the consummation of the transactions on the part of the Successor Agency contemplated herein or therein or the compliance with the provisions hereof or thereof will conflict with, or constitute on the part of the Successor Agency a violation of, or a breach of or default under, (i) any statute, indenture, mortgage, note or other agreement or instrument to which the Successor Agency is a party or by which it is bound, (ii) any provision of the State Constitution, or (iii) any existing law, rule, regulation, ordinance, judgment, order or decree to which the Successor Agency (or the members of the Successor Agency or any of its officers in their respective capacities as such) is subject. (g) The Successor Agency has never been in default at any time, as to principal of or interest on any obligation which it has issued except as otherwise specifically disclosed in the Official Statement; and the Successor Agency has not entered into any contract or arrangement of any kind which might give rise to any lien or encumbrance on the Pledged Tax Revenues pledged to the payment of the Bonds except as is specifically disclosed in the Official Statement. (h) Except as will be specifically disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, which has been served on the Successor Agency or, to the best knowledge of the Successor Agency, threatened, which in any way questions the powers of the Successor Agency referred to in paragraph (b) above, or the validity of any proceeding taken by the Successor Agency in connection with the issuance of the Bonds, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by the Escrow Agreements, this Bond Purchase Agreement or the Indenture, or which, in any way, could adversely affect the validity or enforceability of the Indenture, the Bonds, the Escrow Agreements, the Disclosure Certificate or this Bond Purchase Agreement or, to the knowledge of the Successor Agency, which in any way questions the status of the Bonds under state tax laws or of Series 2018A Bonds under federal tax law or regulations or which in any way could materially adversely affect the availability of Pledged Tax Revenues. (i) Any certificate signed by any official of the Successor Agency and delivered to the Underwriter in connection with the offer or sale of the Bonds shall be deemed a representation and warranty by the Successor Agency to the Underwriter as to the truth of the statements therein contained. (j) The Successor Agency will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter and at the expense of the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds, provided; however, that the Successor Agency will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction. -7- (k) All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required by the Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Successor Agency of, its obligations in connection with the Indenture have been duly obtained or made and are in full force and effect. (I) Between the date of this Bond Purchase Agreement and the Closing Date, the Successor Agency will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter. (m) The Successor Agency will apply the proceeds of the Bonds in accordance with the Indenture. (n) Except as otherwise described in the Official Statement, as of the Closing Date, the Successor Agency will not have outstanding any indebtedness which indebtedness is secured by a lien on the Pledged Tax Revenues of the Successor Agency on a parity with or senior to the lien provided for in the Indenture on the Pledged Tax Revenues. (o) Except as described in the Official Statement, neither the Successor Agency, the City or the Authority have failed, within the last five years, to comply in all material respects with any undertaking of the Successor Agency pursuant to Rule 15c2-12. (p) If between the date hereof and the date which is 25 days after the End of the Underwriting Period, as defined herein, for the Bonds, an event occurs which would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information herein, in the light of the circumstances under which it was presented, not misleading, the Successor Agency will notify the Underwriter, and, if in the opinion of the Underwriter or the Successor Agency, or respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Successor Agency will cooperate in the preparation of an amendment or supplement to the Official Statement in a form and manner approved by the Underwriter, and shall pay all expenses thereby incurred. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the Successor Agency will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. As used herein, the term ''End of the Underwriting Period" means the later of such time as: (i) the Successor Agency delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Notwithstanding the foregoing, unless the Underwriter gives notice to the contrary, the "End of the Underwriting Period" shall be the Closing Date. (q) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (p) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein)will not contain any untrue statement of a material fact required to be stated therein or necessary to make such information therein in the light of the circumstances under which it was presented, not misleading. (r) The Oversight Board has duly adopted the Oversight Board Resolution approving the Successor Agency Bonds Resolution and no further Oversight Board approval or consent is -8- required for the issuing of the Bonds or the consummation of the transactions described in the Preliminary Official Statement. (s) The City Council of the City and the Board of Directors of the Authority have duly adopted the City Resolution and Authority Resolution, respectively, approving, among other matters, the refunding of the 2003 Bonds, and no further approval of the City Council of the City or the Board of Directors of the Authority is required for the repayment of the 2003 Loan Agreement or the refunding of the 2003 Bonds. (t) The Department of Finance of the State (the"Department of Finance") has issued a letter, dated , 2018 (the DOF Letter"), approving the issuance of the Bonds. No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions described in the Preliminary Official Statement. The Successor Agency has received its Finding of Completion from the Department of Finance. Except as disclosed in the Official Statement, the Successor Agency is not aware of the Department of Finance directing or having any basis to direct the Auditor-Controller of the County of Sonoma to deduct unpaid unencumbered funds from future allocations of property tax to the Successor Agency pursuant to Section 34183 of the Dissolution Act. (u) As of the time of acceptance hereof and as of the date of the Closing, the Successor Agency has complied with the filing requirements of the Dissolution Act, including, without limitation, the filing of all Recognized Obligation Payment Schedules, as required by the Dissolution Act. 5. Covenants of the Successor Agency. The Successor Agency covenants with the Underwriter as of the Closing Date as follows: (a) The Successor Agency covenants and agrees that it will execute a continuing disclosure certificate, constituting an undertaking to provide ongoing disclosure about the Successor Agency, for the benefit of the owners of the Bonds as required by Section (b)(5)(i) of Rule 15c2-12, substantially in the form attached to the Preliminary Official Statement (the "Disclosure Certificate.). (b) Any information supplied by the Successor Agency for inclusion in any amendments or supplements to the Official Statement will not contain any untrue or misleading statement of a material fact relating to the Successor Agency or omit to state any such fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 6. Closing. On , 2018, or at such other date and times as shall have been mutually agreed upon by the Successor Agency and the Underwriter (the "Closing Date"), the Successor Agency will deliver or cause to be delivered the Bonds to the Underwriter, and the Successor Agency shall deliver or cause to be delivered to the Underwriter the certificates, opinions and documents hereinafter mentioned, each of which shall be dated as of the Closing Date. The activities relating to the execution and delivery of the Bonds, opinions and other instruments as described in Section 7 of this Bond Purchase Agreement shall occur on the Closing Date. The delivery of the certificates, opinions and documents as described herein shall be made at the offices Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California ("Bond Counsel"), or at such other place as shall have been mutually agreed upon by the Successor Agency and the Underwriter. Such delivery is herein called the Closing." The Bonds will be prepared and physically delivered to the Trustee on the Closing Date in the form of a separate single fully registered bond for each of the maturities of the Bonds. The -9- Bonds shall be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company("DTC"), New York, New York. The Bonds will be authenticated by the Trustee in accordance with the terms and provisions of the Indenture and shall be delivered to DTC prior to the Closing Date as required by DTC to assure delivery of the Bonds on the Closing Date. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such number on any Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Bond Purchase Agreement. At or before 8:00 a.m., California time, on the Closing Date, the Successor Agency will deliver, or cause to be delivered, the Bonds to DTC, in definitive form duly executed and authenticated by the Trustee, and the Underwriter will pay the Purchase Price of the Bonds by delivering to the Trustee, for the account of the Successor Agency a wire transfer in federal funds of the Purchase Price payable to the order of the Trustee. 7. Closing Conditions. The obligations of the Underwriter hereunder shall be subject to the performance by the Successor Agency of its obligations hereunder at or prior to the Closing Date and are also subject to the following conditions: (a) the representations, warranties and covenants of the Successor Agency contained herein shall be true and correct in all material respects as of the Closing Date; (b) as of the Closing Date, there shall have been no material adverse change in the financial condition of the Successor Agency that is not disclosed in the Preliminary Official Statement or the Official Statement; (c) as of the Closing Date, all official action of the Successor Agency relating to this Bond Purchase Agreement, the Disclosure Certificate, the Escrow Agreements and the Indenture shall be in full force and effect; (d) as of the Closing Date, the Underwriter shall receive the following certificates, opinions and documents, in each case satisfactory in form and substance to the Underwriter: (i)a copy of the Indenture, as duly executed and delivered by the Successor Agency and the Trustee; (ii) a copy of the Disclosure Certificate, as duly executed and delivered by the Successor Agency; (iii) copies of the Escrow Agreements, duly executed and delivered by the Successor Agency and the Escrow Bank; (iv) an opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, in the form attached as Appendix D to the Official Statement: (v) a certificate, dated the Closing Date, of the Successor Agency executed by the Executive Director (or other duly appointed officer of the Successor Agency authorized by the Successor Agency by resolution of the Successor Agency) to the effect that (A) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Successor Agency or, to the knowledge of the Successor Agency. threatened against or affecting the Successor Agency to restrain or enjoin the Successor Agency's participation in, or in any way contesting the existence of the Successor Agency or the powers of the Successor Agency with respect to, the -10- transactions contemplated by the Escrow Agreements, this Bond Purchase Agreement or the Indenture, and consummation of such transactions; (B) the representations and warranties of the Successor Agency contained in this Bond Purchase Agreement are true and correct in all material respects, and the Successor Agency has complied with all agreements and covenants and satisfied all conditions to be satisfied at or prior to the Closing Date as contemplated by the Escrow Agreements, the Indenture and this Bond Purchase Agreement; (C) no event affecting the Successor Agency has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (D) no further consent is required to be obtained for the inclusion of the audited financial statements of the Successor Agency for the fiscal year ended June 30, 2017, as Appendix C to the Official Statement; (vi) an opinion of the City Attorney, as counsel to the Successor Agency, dated the Closing Date and addressed to the Successor Agency and the Underwriter to the effect that: (A) the Successor Agency is a public body, organized and existing under the laws of the State; (B) the Successor Agency has full legal power and lawful authority to enter into the Indenture, the Escrow Agreements and this Bond Purchase Agreement, and to execute and deliver the Disclosure Certificate; (C) the Successor Agency Resolutions approving and authorizing the execution and delivery of the Bonds, the Indenture, the Escrow Agreements, the Disclosure Certificate, this Bond Purchase Agreement and the Official Statement have been duly adopted at meetings of the governing body of the Successor Agency, which were called and held pursuant to the law and with all public notice required by law and at which a quorum was present and acting throughout and the Successor Agency Resolutions are in full force and effect and have not been modified, amended or rescinded; (D) the Indenture, the Escrow Agreements. the Disclosure Certificate, and this Bond Purchase Agreement have been duly authorized, executed and delivered by the Successor Agency and, assuming due authorization, execution and delivery by the other parties thereof, constitute the valid, legal and binding agreements of the Successor Agency enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization moratorium or similar laws or equitable principles relating to or limiting creditors` rights generally: (E) to the best knowledge of the City Attorney after due inquiry, except as otherwise disclosed in the Official Statement, there is no litigation, action, suit, proceeding or investigation (or any basis therefor) at law or in equity before or by any court, governmental agency or body, pending by way of a summons served against the Successor Agency or, to the knowledge of the City Attorney, threatened in writing against the Successor Agency, challenging the creation, organization or existence of the Successor Agency, or the validity of the Indenture, the Escrow Agreements, the Disclosure Certificate or this Bond Purchase Agreement or seeking to restrain or enjoin any of the transactions referred to therein or -11- contemplated thereby or contesting the authority of the Successor Agency to enter into or perform its obligations under the Indenture, the Escrow Agreements, the Disclosure Certificate or this Bond Purchase Agreement, or under which a determination adverse to the Successor Agency would have a material adverse effect upon the availability of Pledged Tax Revenues, or which, in any manner, questions the right of the Successor Agency to enter into, and perform under, the Indenture, the Escrow Agreements, the Disclosure Certificate or this Bond Purchase Agreement; The City Attorney opinion may provide that (i) the opinions may be affected by actions taken or events occurring after the date of the opinion, (ii) as to questions of fact material to its opinions, the City Attorney has relied upon representations by the principal officers of the City, (iii) whenever a statement in the City Attorney opinion is qualified by "to the knowledge of the City Attorney" or similar statement, it is intended to indicate that, during the course of the City Attorney's representation of the City in connection with the transactions described in the City Attorney opinion, no information that would give the City Attorney current actual knowledge of the inaccuracy of such statement has come to its attention, and (iv) no opinion is expressed with regard to any laws other than laws of the State of California, and no opinion is expressed as to matters covered by any tax or securities law or regulation. (vii) an opinion of counsel to the Trustee, dated the Closing Date and addressed to the Successor Agency and the Underwriter, to the effect that: (A) the Trustee is a national banking association organized and existing under the laws of the United States of America, having full power to enter into, accept and administer the trust created under the Indenture; (B) the Indenture has been duly authorized, executed and delivered by the Trustee and the Indenture constitutes a legal, valid and binding obligation of the Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; and (C) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery of the Indenture or the consummation of the transactions contemplated by the Indenture; (viii) an opinion of counsel to the Escrow Bank, dated the Closing Date and addressed to the Successor Agency and the Underwriter, to the effect that: (A) the Escrow Bank is a national banking association organized and existing under the laws of the United States of America, having full power to enter into, accept and administer the trusts created under the Escrow Agreements: (B) the Escrow Agreements have been duly authorized, executed and delivered by the Escrow Bank and each of the Escrow Agreements constitute a legal, valid and binding obligation of the Escrow Bank enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; and -12- (C) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Escrow Bank that has not been obtained is or will be required for the execution and delivery of the • Escrow Agreements or the consummation of the transactions on the part of the Escrow Bank with respect to the Escrow Agreements contemplated by the Escrow Agreements; (ix) a certificate, dated the Closing Date, of the Trustee, signed by a duly authorized officer of the Trustee, to the effect that (A)the Trustee is duly organized and validly existing as a national banking association, with full corporate power to undertake the trust of the Indenture: (B) the Trustee has duly authorized, executed and delivered the Indenture and by all proper corporate action has authorized the acceptance of the trust of the Indenture; and (C) to the best of such officer's knowledge, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Trustee (either in state or federal courts), or to the knowledge of the Trustee which would restrain or enjoin the execution or delivery of the Indenture, or which would affect the validity or enforceability of the Indenture, or the Trustee's participation in, or in any way contesting the powers or the authority of the Trustee with respect to, the transactions contemplated by the Indenture, or any other agreement, document or certificate related to such transactions; (x) a certificate, dated the Closing Date, of the Escrow Bank, signed by a duly authorized officer of the Escrow Bank, to the effect that (A) the Escrow Bank is duly organized and validly existing as a national banking association, with full corporate power to undertake the trust of the Escrow Agreements; (B) the Escrow Bank has duly authorized, executed and delivered the Escrow Agreements and by all proper corporate action has authorized the acceptance of the trusts of the Escrow Agreements; and (C) to the best of such officer's knowledge, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Escrow Bank (either in state or federal courts), or to the knowledge of the Escrow Bank which would restrain or enjoin the execution or delivery of the Escrow Agreements, or which would affect the validity or enforceability of the Escrow Agreements or the Escrow Bank's participation in, or in any way contesting the powers or the authority of the Escrow Bank with respect to, the transactions contemplated by the Escrow Agreements, or any other agreement, document or certificate related to such transactions; (xi) a supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Successor Agency and the Underwriter, to the effect that: (A) this Bond Purchase Agreement, the Disclosure Certificate and the Escrow Agreements have been duly authorized, executed and delivered by the Successor Agency, and assuming the valid execution and delivery by the other parties thereto, are valid and binding upon the Successor Agency, subject to the laws relating to bankruptcy, insolvency, reorganization of creditors' rights generally and to the application of equitable principles; (B) the Bonds are exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (C) the statements contained in the Official Statement under the captions "THE 2018 BONDS," SECURITY FOR THE 2018 BONDS," "TAX I 3- MATTERS" and "APPENDIX A — SUMMARY OF THE INDENTURE" thereto are accurate insofar as such statements purport to expressly summarize certain provisions of the Bonds, the Indenture and Bond Counsel's opinion concerning federal tax matters relating to the Bonds; (xii) an opinion of Stradling Yocca Carlson & Rauth, Newport Beach, California, as disclosure counsel to the Successor Agency, dated the Closing Date and addressed to the Successor Agency and the Underwriter stating that based upon its participation in the preparation of the Preliminary Official Statement and the Official Statement and without having undertaken to determine independently the fairness, accuracy or completeness of the statements contained in the Preliminary Official Statement and the Official Statement (excluding therefrom any information relating to [2018 Insurer, the 2018 Insurance Policies, the 2018 Reserve Policy]. DTC and its book-entry system included therein, and the reports, financial and statistical data and forecasts therein, the information included in the Appendices thereto, as to which no opinion need be expressed), such counsel has no reason to believe that, as of the date of the Preliminary Official Statement and, with respect to the Official Statement, as of its date and as of the date Closing, contain any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xiii) the opinion of Underwriter's counsel satisfactory to the Underwriter; (xiv) the final Official Statement executed by an authorized officer of the Successor Agency; (xv) certified copies of the Successor Agency Resolutions, the City Resolution, the Authority Resolution, and the Oversight Board Resolution; (xvi) specimen Bonds; (xvii) one or more verification reports of Causey Demgen & Moore, Inc. (the "Verification Agent") as to the sufficiency of the moneys and the investment earnings and maturing escrow securities, if any, in the Escrow Agreements relating to the 2001 Bonds and 2003 Bonds; (xviii) a copy of the [2018 Insurance Policies and the 2018 Reserve Policy]; (xix) an opinion of counsel to the 2018 Insurer, addressed to the Successor Agency and the Underwriter to the effect that: (A) the descriptions of the 2018 Insurer, [the 2018 Insurance Policies and the 2018 Reserve Policy] included in the Official Statement are accurate; (B) the [2018 Insurance Policies and the 2018 Reserve Policy] constitute legal, valid and binding obligations of the 2018 Insurer, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditor's rights generally and by the application of equitable principles if equitable remedies are sought, and (C) as to such other matters as the Successor Agency or the Underwriter may reasonably request; -14- (xx) a certificate of the 2018 Insurer, signed by an authorized officer of the 2018 Insurer, to the effect that: (A) the information contained in the Official Statement relating to the 2018 Insurer, [the 2018 Insurance Policies and the 2018 Reserve Policy] is true and accurate; and (B) as to such other matters as the Successor Agency or the Underwriter may reasonably request; (xxi) satisfactory evidence that the Bonds have been assigned the ratings disclosed in the Official Statement; (xxii) a certificate of an officer of HdL Coren & Cone (the "Fiscal Consultant"), dated the date of the Closing, addressed to the Successor Agency and the Underwriter, to the effect that, to the best of its knowledge, the assessed valuations and other fiscal information contained in the Official Statement, including such firm's Fiscal Consultant's Report attached thereto as Appendix B, are presented fairly and accurately, and consenting to the use of its report as Appendix B to the Preliminary Official Statement and the Official Statement; (xxiii) evidence of required filings with the California Debt and Investment Advisory Commission; (xxiv) a defeasance opinion of Bond Counsel with respect to the 2003 Bonds, dated the Closing Dale and addressed to the Successor Agency, the Trustee, the Escrow Bank and the Underwriter, in form and substance satisfactory to the Underwriter; (xxv) a copy of the DOF Letter; (xxvi) a certificate, dated the Closing Date. signed by a duly authorized official of the Municipal Advisor addressed to the Underwriter and the Successor Agency to the effect, that, in connection with its participation in the preparation of the Preliminary Official Statement and the Official Statement and without undertaking any independent investigation and without having undertaken to determine independently the fairness, accuracy or completeness of the statements contained in the Preliminary Official Statement or the Official Statement, nothing has come to the attention of the Municipal Advisor that would lead it to believe that the statements and information contained in the Preliminary Official Statement or the Official Statement as of the date thereof and, with respect to the Official Statement, the Closing Date contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (xxvii) a certificate, dated the Closing Date, of the Successor Agency, the City, and the Authority as to compliance with their respective continuing disclosure undertakings in the preceding five years pursuant to Rule 15c2-12; (xxix) a tax certificate with respect to maintaining the tax-exempt status of the Series 2018A Bonds, duly executed by the Successor Agency, together with a completed and executed Form 8038-G, with respect to the Series 2018A Bonds; (xxx) a copy of the executed DTC Representation Letter; and -15- (xxxi) such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy as of the time of the Closing Date of the representations and warranties of the Successor Agency contained in this Bond Purchase Agreement and the due performance or satisfaction by the Successor Agency at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Successor Agency pursuant to this Bond Purchase Agreement 8. Termination. The Underwriter shall have the right to cancel its obligations to purchase the Bonds if between the date hereof and the Closing Date: (a) a decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, or be enacted or a decision by a federal court of the United States or the United States Tax Court shall have been rendered, or a ruling, release, order, regulation or offering circular by or on behalf of the United States Treasury Department, the Internal Revenue Service or other governmental agency shall have been made or proposed to be made, or an executive order of the President of the United States of America has been issued, having the purpose or effect, or any other action or event shall have occurred which has the purpose or effect, directly or indirectly, of adversely affecting the market price of or market for the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (b) legislation shall have been enacted, or considered for enactment with an effective date prior to the Closing Date, or a decision by a court of the United States shall have been rendered, the effect of which is that of the Bonds, including any underlying obligations, or the Indenture, as the case may be, are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect: or (c) a stop order, ruling, regulation or offering circular by the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Bonds, including any underlying obligations. or the execution of the Indenture, as contemplated hereby or by the Official Statement, is or would be in violation of any provisions of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (d) any event shall have occurred or any information shall have become known to the Underwriter which causes the Underwriter to reasonably believe that the Official Statement as then amended or supplemented includes an untrue statement of a material fact, or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (e) there shall have occurred any outbreak of hostilities or any national or international calamity or crisis, including a financial crisis, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or -16- (f) there shall be in force a general suspension of trading on the New York Stock Exchange, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriter, would materially adversely affect the market for or market price of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (g) a general banking moratorium shall have been declared by federal, New York or California authorities; or (h) any proceeding shall be pending or threatened by the SEC against the Successor Agency; or (i) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; or (j) the New York Stock Exchange or other national securities exchange, or any governmental or regulatory authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of the Underwriter; or (k) any rating of the Bonds shall have been downgraded, suspended or withdrawn by a national rating service, which, in the Underwriter's reasonable opinion, materially adversely affects the marketability or market price of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or (I) any change, which in the reasonable opinion of the Underwriter, materially adversely affects the marketability of the Bonds or, the financial condition of the Successor Agency. 9. Contingency of Obligations. The obligations of the Successor Agency hereunder are subject to the performance by the Underwriter of its obligations hereunder. 10. Duration of Representations. Warranties, Agreements and Covenants. All representations, warranties, agreements and covenants of the Successor Agency shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter or the Successor Agency and shall survive the Closing Date. 11. Expenses. The Successor Agency will pay or cause to be paid all reasonable expenses incident to the performance of its obligations under this Bond Purchase Agreement, including, but not limited to, mailing or delivery of the Bonds, costs of printing the Bonds, printing, distribution and delivery of the Preliminary Official Statement, the Official Statement and any amendment or supplement thereto, the fees and disbursements of Bond Counsel. Disclosure Counsel, and counsel to the Successor Agency, the fees and expenses of the Successor Agency's accountants and fiscal consultants, fees of the Municipal Advisor, any fees charged by investment rating agencies for the rating of the Bonds and fees of the Trustee, and fees and expenses related to the Successor Agency's staff time. In the event this Bond Purchase Agreement shall terminate because of the default of the Underwriter, the Successor Agency will, nevertheless, pay, or cause to be paid, all of the expenses specified above. -17 The Successor Agency shall reimburse the Underwriter, from proceeds of the Bonds, for any meals or travel expenses of the Successor Agency paid for by the Underwriter, exclusive of entertainment expenses. The Underwriter shall pay the fees and expenses of any counsel retained by it, all advertising expenses incurred in connection with the public offering of the Bonds, CDIAC fees, CUSIP fees and all other expenses incurred by it in connection with the public offering and distribution of the Bonds (including out-of-pocket expenses and related regulatory expenses). 12. Notices. Any notice or other communication to be given to the Successor Agency under this Bond Purchase Agreement may be given by delivering the same in writing to the Executive Director, Successor Agency to the Community Development Commission of the City of Rohnert Park, 130 Avram Avenue, Rohnert Park, California 94927, and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, 35th Floor, San Francisco, California 94104 Attention: Sara Oberlies Brown, Managing Director. 13. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the Successor Agency and the Underwriter (including the successors or assigns of the Underwriter) and no other person, including any purchaser of the Bonds, shall acquire or have any right hereunder or by virtue hereof. 14. Governing Law. This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in California. 15. Headings. The headings of the paragraphs of this Bond Purchase Agreement are inserted for convenience of reference only and shall not be deemed to be a part hereof. 16. Severability. In case any one or more of the provisions contained herein 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 provision hereof. 17. Effectiveness. This Bond Purchase Agreement shall become effective upon acceptance hereof by the Successor Agency. 18. No Prior Agreements. This Bond Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds, and any such negotiations, agreements and understandings shall be null and void upon the effectiveness of this Bond Purchase Agreement. -18- 19. Counterparts. This Bond Purchase Agreement may be executed in several counterparts which together shall constitute one and the same instrument. Very truly yours, STIFEL, NICOLAUS & COMPANY, INCORPORATED By: Authorized Officer Accepted and agreed to as of the date first above written, and the time identified below: SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK By Name Title Time of Execution: 9- EXHIBIT A MATURITY SCHEDULE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK TAX ALLOCATION REFUNDING BONDS, SERIES 2018A Maturity Date Principal Interest (August 1) Amount Rate Yield Price C = Priced to first optional par call date of August 1, 20_ I = Insured Series 2018A Bonds. SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION • OF THE CITY OF ROHNERT PARK TAX ALLOCATION REFUNDING BONDS, SERIES 2018B (FEDERALLY TAXABLE) Maturity Date Principal Interest (August 1) Amount Rate Yield Price C = Priced to first optional par call date of August 1, 20_ I = Insured Series 2018E Bonds. A-1 REDEMPTION PROVISIONS Optional Redemption. Series 2018A Bonds. The Series 2018A Bonds maturing on or prior to [August 1, 2028] are not subject to optional redemption. The Series 2018A Bonds maturing on or after [August 1, 2029], are subject to optional redemption prior to their respective maturity dates as a whole, or in part by lot, on any date on or after [August 1, 2028], by such maturity or maturities as shall be directed by the Successor Agency (or in absence of such direction, pro rata by maturity and by lot within a maturity), from any source of available funds. Such optional redemption shall be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest to the date fixed for redemption, without premium. Series 20188 Bonds. The Series 2018B Bonds maturing on or prior to [August 1, 2028] are not subject to optional redemption. The Series 2018B Bonds maturing on or after [August 1, 2029], are subject to optional redemption prior to their respective maturity dates as a whole, or in part by lot, on any date on or after [August 1, 2028], by such maturity or maturities as shall be directed by the Successor Agency (or in absence of such direction, pro rata by maturity and by lot within a maturity), from any source of available funds. Such optional redemption shall be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest to the date fixed for redemption, without premium. Mandatory Sinking Fund Redemption. The Series 2018A Bonds that are Term Bonds (the "Series 2018A Term Bonds") maturing August 1, 20 , shall also be subject to mandatory redemption in whole, or in part by lot, on August 1 in each year, commencing [August 1, 20_, as set forth below, from sinking fund payments made by the Successor Agency to the Principal Account, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on August 1 in the respective years as set forth in the following table; provided however, that (y) in lieu of redemption thereof such Series 2018A Term Bonds may be purchased by the Successor Agency pursuant to the Indenture, and (z) if some but not all of such Series 2018A Term Bonds have been optionally redeemed, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Series 2018A Term Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the Successor Agency. Series 2018A Term Bonds maturing 20_ August 1 Principal Amount (maturity) The Series 2018B Bonds that are Term Bonds (the Series 2018E Term Bonds") maturing August 1, 20_ _, shall also be subject to mandatory redemption in whole, or in part by lot, on August 1 in each year, commencing [August 1, 20_, as set forth below, from sinking fund payments made by the Successor Agency to the Principal Account, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on August 1 in the respective years as set forth in the following table; provided however, that (y) in lieu of redemption thereof such Series 2018B Term Bonds may be purchased by the Successor Agency pursuant to the Indenture, and (z) if some but not all of such Series 201 SB Term Bonds have been optionally redeemed, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Series 2018B Term Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the Successor Agency. Series 2018B Term Bonds of 20 August 1 Principal Amount S (maturity) A 3 EXHIBIT B FORM OF ISSUE PRICE CERTIFICATE SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK TAX ALLOCATION REFUNDING BONDS, SERIES 2018A ISSUE PRICE CERTIFICATE The undersigned, Stifel, Nicolaus & Company, Incorporated ("Stifel"), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the "Bonds"). 1. Bond Purchase Agreement. On , 2018 (the "Sale Date"), Stifel and the Issuer executed a Bond Purchase Agreement (the "Purchase Agreement") in connection with the sale of the Bonds. Stifel has not modified the Purchase Agreement since its execution on the Sale Date. 2. Price. (a) As of the date of this Certificate, for each [Maturity] [of the Maturities] of the Bonds, the first price at which at least 10% of [each] such Maturity of the Bonds was sold to the Public (the "10% Test") was the respective price for such Maturity listed in Schedule A attached hereto. (b) [** With respect to each of the Maturities of the Bonds: (1) As of the date of this Certificate, Stifel has not sold at least 10% of the Bonds of these Maturities at any single price. (2) As of the date of this Certificate, Stifel reasonably expects that the first sale to the Public of Bonds of these Maturities will be at or below the respective price or prices listed on the attached Schedule A as the "Reasonably Expected Sale Prices for Undersold Maturities." (3) Stifel will provide actual sales information (substantially similar to the information contained on Schedule B) as to the price at which the first 10% of each such Maturity (i.e., the Undersold Maturity or Maturities) is sold to the Public. (4) On the date the 10% Test is satisfied with respect to all Maturities of the Bonds. Stifel will execute a supplemental certificate substantially in the form attached hereto as Schedule C with respect to any remaining Maturities for which the 10% Test has not been satisfied as of the Closing Date.**] Ri 3. Defined Terms. (a) `Issuer"means the Successor Agency to the Community Development Commission of the City of Rohnert Park. (b) "Maturity"means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) "Public"means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) "Underwriter"means (i) any person that agrees pursuant to a written contract with the Issuer(or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). 4. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate of the Issuer dated [CLOSING DATE] and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. STIFEL, NICOLAUS & COMPANY, INCORPORATED By: [Title] By: [Title] Dated: [Closing Date] B-2 SCHEDULE A TO ISSUE PRICE CERTIFICATE Actual Sales Information as of Closing Date Maturity/CUSIP Coupon Date Sold Time Sold Par Amount Sale Price j**Reasonably Expected Sales Prices for Undersold Maturities as of Closing Date Maturity/CUSIP Coupon Par Amount Offering Prices 3- [**SCHEDULE B TO ISSUE PRICE CERTIFICATE Actual Sales for Undersold Maturities as of the Closing Date Maturity/CUSIP Date Sold Time Sold Par Amount Sale Price ** B-4 ["SCHEDULE C TO ISSUE PRICE CERTIFICATE SUPPLEMENTAL ISSUE PRICE CERTIFICATE OF UNDERWRITER SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK TAX ALLOCATION REFUNDING BONDS, SERIES 2018A The undersigned, Stifel, Nicolaus & Company, Incorporated ("Stifel"), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the "Bonds"). 1. Issue Price. (a) Stifel sold at least 10% of the Maturities of the Bonds to the Public at the price or prices shown on the Issue Price Certificate dated as of the Closing Date (the "10% Test"). With respect to each of the Maturities of the Bonds, Stifel had not satisfied the 10% Test as of the Closing Date (the "Undersold Maturities"). (b) As of the date of this Supplemental Certificate, Stifel has satisfied the 10% Test with respect to the Undersold Maturities. The first price or prices at which at least 10% of each such Undersold Maturity was sold to the Public are the respective prices listed on Exhibit A attached hereto. 2. Defined Terms. (a) `Issuer"means the Successor Agency to the Community Development Commission of the City of Rohnert Park. (b) "Maturity"means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) "Public"means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term 'related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) "Underwriter" means (1) any person that agrees pursuant to a written contract with the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (2) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (1) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). B-5 3. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate of the Issuer dated [CLOSING DATE] and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. STIFEL, NICOLAUS & COMPANY, INCORPORATED By: [Title] By: [Title] Dated: H i EXHIBIT A TO SUPPLEMENTAL ISSUE PRICE CERTIFICATE"' F3 7 Attachment 5 to Item 5B Staff Report [Cover page only -CLICK HERE to go to the full text of the document] Strarlline rocc4 Carlson& Rawl: Draft of 1/16/18 'CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement"), dated as of May 1, 2018, is executed and delivered by the Successur Agency to the Community Development Commission of the City of Rohnert Park(the"Successor Agency") [and Willdan Financial Services, as dissemination agent (the "Dissemination Agent")] in connection with the issuance of the Successor Agency to the Community Development Commission of the City of Rohnert Park, Rolmert Park Redevelopment Tax Allocation Refunding Bonds Series 2018A and Series 2018B (Federally Taxable) (collectively, the"Bonds"). The Bonds are being issued pursuant to provisions of an Indenture of Trust, dated as of May 1, 2018, (the"Indenture"), by and between the Successor Agency and MMIIEQ Union Bank,N..1r1,., as trustee (the "Trustee"). The Successor Agency [and the Dissemination Agent covenant and agree]as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement.is being executed and delivered by the Successor Agency and the Dissemination Agent for the benefit of the Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with&P,;,c,.Rule 15c2-12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section,the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report or any addendum thereto provided by the Successor Agency pursuant to,and as described in,Sections 3 and 4 of this Disclosure Agreement_ "Beneficial Owner"shall mean any person which:(a)has the power,directly or indirectly,to vote or consent with respect to,or to dispose of ownership of, any Bonds(including persons holding Bonds through nominees, depositories or other intermediaries); or (b)is treated as the owner of any Bonds for federal income tax purposes_ Stradling Yocca Carlson & Rauth Draft of 1/16/18 CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement"), dated as of May 1, 2018, is executed and delivered by the Successor Agency to the Community Development Commission of the City of Rohnert Park (the "Successor Agency") [and Willdan Financial Services, as dissemination agent (the "Dissemination Agent")] in connection with the issuance of the $ Successor Agency to the Community Development Commission of the City of Rohnert Park, Rohnert Park Redevelopment Tax Allocation Refunding Bonds Series 2018A and Series 2018B (Federally Taxable) (collectively, the "Bonds"). The Bonds are being issued pursuant to provisions of an Indenture of Trust, dated as of May 1, 2018, (the "Indenture"), by and between the Successor Agency and MUFG Union Bank, N.A., as trustee (the "Trustee"). The Successor Agency [and the Dissemination Agent covenant and agree] as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Successor Agency and the Dissemination Agent for the benefit of the Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report or any addendum thereto provided by the Successor Agency pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Beneficial Owner" shall mean any person which: (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries); or (b) is treated as the owner of any Bonds for federal income tax purposes. "Disclosure Representative" shall mean the City Manager of the City or his or her designee, or such other officer or employee as the City shall designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" shall mean [Willdan Financial Services], acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Successor Agency and which has filed with the Successor Agency a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(I) of the Securities Exchange Act of 1934 or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Marketplace Access(EMMA)website of the MSRB, currently located at http://emma.msrb.org. 1 "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2-I2(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. "SEC" shall mean the United States Securities and Exchange Commission. "State"shall mean the State of California. SECTION 3. Provision of Annual Reports. (a) The Successor Agency shall, or shall cause the Dissemination Agent to, not later than April 1 of each year, commencing April I, 2019, provide to the MSRB and the Participating Underwriter an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement. (b) Not later than fifteen days prior to the date specified in subsection (a) for providing the Annual Report to the MSRB, the Successor Agency shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent (if other than the Successor Agency) has not received a copy of the Annual Report, the Dissemination Agent shall notify the Successor Agency of such failure to receive the Annual Report. The Successor Agency shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent may conclusively rely upon such certification of the Successor Agency and shall have no duty or obligation to review such Annual Report. (c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the MSRB by the date required in subsection (a), the Dissemination Agent shall send a notice to the MSRB in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall, to the extent information is known to it, file a report with the Successor Agency certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided. SECTION 4. Content of Annual Reports. The Successor Agency's Annual Report shall contain or include by reference the following(unless otherwise stated, such information shall be as of the end of the most recent Fiscal Year and shall be with respect to the Successor Agency): (a) The Successor Agency's audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Successor Agency's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available_ 2 (b) Financial information and operating data relating to the Project Area for the then-current Fiscal Year of the type contained in the Official Statement for the Bonds under the captions: (i) "THE PROJECT AREA — Largest Taxpayers (Table 3);" and (ii) "PLEDGED TAX REVENUE PROJECTIONS AND DEBT SERVICE COVERAGE" (Table 7); provided that only historical information need be provided. (c) An updated projection of the debt service coverage in substantially the form of the table shown in the Official Statement under the caption "PLEDGED TAX REVENUE PROJECTIONS AND DEBT SERVICE COVERAGE" (Table 9) using the projected then-current Fiscal Year Pledged Tax Revenues. (d) A listing of the amount of each distribution from the Sonoma County Auditor-Controller of property tax revenues from the Redevelopment Property Tax Trust Fund received by the Successor Agency for its enforceable obligations for the most recently-completed Fiscal Year, as reasonably available 15 days prior to the due date of each Annual Report. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Successor Agency or related public entities, which are available to the public on the MSRB's EMMA website or filed with the SEC. SECTION 5. Reporting of Listed Events. (a) Pursuant to the provisions of this section, upon the occurrence of any of the following events (in each case to the extent applicable) with respect to the Bonds, the Successor Agency shall give, or cause to be given by so notifying the Dissemination Agent in writing and instructing the Dissemination Agent to give, notice of the occurrence of such event, in each case, pursuant to Section 5(c) hereof: 1. principal or interest payment delinquencies; 2. non-payment related defaults, if material; 3. modifications to the rights of the Bondholders, if material; 4. optional, contingent or unscheduled calls, if material, and tender offers; 5. defeasances; 6. rating changes; 7. adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds; 8. unscheduled draws on the debt service reserves reflecting financial difficulties; 3 9. unscheduled draws on the credit enhancements reflecting financial difficulties; 10. substitution of the credit or liquidity providers or their failure to perform; 11. release, substitution or sale of property securing repayment of the Bonds, if material; 12. bankruptcy, insolvency, receivership or similar proceedings of the Successor Agency,which shall occur as described below; 13. appointment of a successor or additional trustee or the change of name of a trustee, if material; or 14. the consummation of a merger, consolidation, or acquisition involving the Successor Agency or the sale of all or substantially all of the assets of the Successor Agency other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. For these purposes, any event described in item 12 of this Section 5(a) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Successor Agency in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Agency, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Successor Agency. (b) Upon receipt of notice from the Successor Agency and instruction by the Successor Agency to report the occurrence of any Listed Event, the Dissemination Agent shall provide notice thereof to the MSRB in accordance with Section 5(c) hereof. In the event the Dissemination Agent shall obtain actual knowledge of the occurrence of any of the Listed Events, the Dissemination Agent shall, immediately after obtaining such knowledge, contact the Disclosure Representative, inform such person of the event, and request that the Successor Agency promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to Section 5(c). For purposes of this Disclosure Agreement, "actual knowledge" of the occurrence of such Listed Event shall mean actual knowledge by the Dissemination Agent. The Dissemination Agent shall have no responsibility to determine the materiality, if applicable, of any of the Listed Events. (c) The Successor Agency, or the Dissemination Agent, if the Dissemination Agent has been instructed by the Successor Agency to report the occurrence of a Listed Event, shall file a notice of such occurrence with the MSRB in a timely manner not more than ten business days after the occurrence of the event. 4 SECTION 6. Termination of Reporting Obligation. The Successor Agency's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Successor Agency shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 7. Dissemination Agent. The Successor Agency may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent,with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Successor Agency pursuant to this Disclosure Agreement. The initial Dissemination Agent shall be [Willdan Financial Services]. The Dissemination Agent may resign by providing thirty days' written notice to the Successor Agency. The Dissemination Agent shall not be responsible for the content of any report or notice prepared by the Successor Agency. The Dissemination Agent shall have no duty to prepare any information report nor shall the Dissemination Agent be responsible for filing any report not provided to it by the Successor Agency in a timely manner and in a form suitable for filing. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Successor Agency and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall agree to any amendment so requested by the Successor Agency) provided, the Dissemination Agent shall not be obligated to enter into any such amendment that modifies or increases its duties or obligations hereunder, and any provision of this Disclosure Agreement may be waived, provided that in the opinion of nationally recognized bond counsel, such amendment or waiver is permitted by the Rule. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Successor Agency shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Successor Agency. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Successor Agency from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Successor Agency chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Successor Agency shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Filings with the MSRB. All financial information, operating data, financial statements, notices, and other documents provided to the MSRB in accordance with this Disclosure Agreement shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. SECTION 1 I. Default. In the event of a failure of the Successor Agency to comply with any provision of this Disclosure Agreement, the holders or Beneficial Owners of at least 25% aggregate principal amount of Outstanding Bonds may take such actions as may be necessary and appropriate, 5 including seeking mandate or specific performance by court order, to cause the Successor Agency or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Successor Agency or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent. Article VI of the Indenture pertaining to the Trustee is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Indenture and the Dissemination Agent shall be entitled to the protections, limitations from liability and indemnities afforded the Trustee thereunder. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Successor Agency agrees to indemnify and save the Dissemination Agent and its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the Successor Agency for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to them hereunder and shall not be deemed to be acting in any fiduciary capacity for the Successor Agency, the Bondholders, or any other party. The Dissemination Agent shall have no liability to the Bondholders or any other party for any monetary damages or financial liability of any kind whatsoever related to or arising from this Disclosure Agreement. The obligations of the Successor Agency under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 13. Notices. Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows: To the Successor Agency: Successor Agency to the Rohnert Park Community Redevelopment Agency 130 Avram Avenue Rohnert Park, California 94927 Attn: Executive Director Phone: (707) 588-2243 To the Dissemination Agent: [Willdan Financial Services] Federal Compliance Group 27368 Via Industria, Suite 200 Temecula, California 92590 Phone: (951) 587-3500 Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Successor Agency, the Dissemination Agent, the Participating Underwriter and holders and 6 Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK By Executive Director [WILLDAN FINANCIAL SERVICES], as Dissemination Agent By Authorized Representative] 7 EXHIBIT A NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Name of Obligated Party: Successor Agency to the Community Development Commission of the City of Rohnert Park Name of Bond Issue: Successor Agency to the Community Development Commission of the City of Rohnert Park Tax Allocation Refunding Bonds, Series 2018A and Series 2018B (Federally Taxable) Date of Issuance: May 2018 NOTICE IS HEREBY GIVEN that the Successor Agency has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement, dated as of May 1, 2018, with respect to the Bonds. [The Successor Agency anticipates that the Annual Report will be filed by Dated: on behalf of the Successor Agency cc: Successor Agency A-1 Attachment 6 to Itcm 5B Staff Report [Cover page only - CLICK HERE to go to the full text of the document] Debt Service Savings Analysis • Successor Agency sothe Community°eve°pm en t Commission of the City of flatmate Park Tax Allocation Refunding Bonds.Series 2018A Tar Pitocation Refunding Bonds,Series 2018E(FederallyTasabte) Tas4lempt Cement Refundngof 20017464 2003 LRtis,and 20G7RTilttO Tas5ble CurrentRefunding&T 2007H 7413.3 2001 TACO Refunding 2007R TACs Rehandlq 200i iRas Refunding 2007t1 TARS Refund&ng total ,*,Underlying 1m5 .4.Undedping 4 'A'Undedying T _A.'Unde lyi Ma) •A•Underlying aaal Rs10 du,K nand Amuml 52,275,000-00 S77,t05,0171.00 S2,755,000.00 5205,000.00 S22,540,00000 ParRetundzd 2,223,000-00 511,070,00030 S3225,00000 $200,000.00 S23,720,000.00 rnaiMaturity 0/1/2020 0/1/2037 a/1/2025 e/1/20111 2/1/2037 Average Coupon of Refunded bonds 525% 4,93% 4.75% a.a0K 4.92% Average Coupon of Refundny Conde 455% 415% 4.95% 2.07% 4.19% True Interest Cost(effective late) 1.4R% 3,43% 2.61% 3.74% 331% WI Pre1wu value saving'(3) 46110_26 2,361,7343e 201,117.09 43,332A4 2,567,651TY Prosen0 value 1iVeleig.t(%l 0.o7% 13 11% 6.26% -1.777E warm nom.sal Savings III (1,692_19) 3,291,11337 S94,324.116 (2,03710) 3,644052 94 Average Annuat Say.,gs(S) (566.06) 112,7411111 74,35311 (4037.30) 192,302_65 Taxing Emmet Share of Average Annual Savirlgs- fr11TOTv(.lade61 n1rm 157501 57 Inn out 500fi 3R 1577 v11 5757607 Debt Service Savings Analysis Successor Agency to the Community Development Commission of the City of Rohnert Park Tax Allocation Refunding Bonds,Series 2018A Tax Allocation Refunding Bonds,Series 2018E(Federally Taxable) Tax-Exempt Current Refunding of 2001 TABS,2003 LRBs,and 2007R TABS; Taxable Current Refunding of 2007H TABS 2001 TABS Refunding 2007R TABs Refunding 2003 1R8s Refunding 2007H TABS Refunding Total 'A,Underlying tnul 'A-'Underlying nKr' 'A-'Underlying)SF*'' 'A•'Underlying"'I" 'A-'Underlying°fir' Refunding Bond Amount 52,275,000.00 517,305.00000 $2,755,000.00 $205,000.00 522,540,000.00 Par Refunded 2,225.000.00 $18,070,000.00 $3,225,000.00 $700,000.00 $23,720,000.00 Final Maturity 8/1/2020 8/1/7037 8/1/2025 8/1/2018 8/1/2037 Average Coupon of Refunded Bonds 5.25% 4.93% 4.75% 4.00% 4.92% Average Coupon of Refunding Bonds 4.55% 4.15% 4.95% 2.07°,6 4.19% True Interest Cost(effective rate) 3.48% 3.43% 2.61% 5.74% 3.38% Net Present Value Savings IS) 1,605.76 2,368,736.34 201,847.09 13,532.42) 2,568,651.77 Present Value Savings(%) 0.07% 13.11% 6.26% -1.77% 10.83% Nominal Savings(5) (1,698.19) 3,254,963.57 594,1324.86 12,037.301 3,846,052.94 Average Annual Savings(Si (566.061 162,748.18 74,353.11 12,037.301 192,302.65 Taxing Entities Share of Average Annual Savings: COUNTY GENERAL FUND ($7.59) S2,180.88 5996.36 ($27.30) $2,576.92 COUNTY LIBRARY (0.96) 276.55 126.34 (3.46) 326.77 SOUTH COUNTY WATER AGENCY-GEN 41 (8.65) 2.487.47 1,136.43 (31.14) 2,939.19 SPRING LAKE PARK-SCWA (2.79) 802.46 366.61 (10.05) 948.18 ZONE IA LAGUNA-MARK WEST (16.67) 4,793.18 2,189.81 (60.00) 5,663.61 MARIN.SONOMAMOSQUI1U ABATEMENT (3.04) 874.19 399.38 (10.94) 1,032.94 BAY AREA AIR QUALITY MANAGEMENT DISTRICT 12.33) 671.24 306.66 (8.40) 793.14 SONOMA RESOURCE CONSERVATION DISTRICT (0.10) 29.62 13.53 (0.37) 35.00 BELLEVUE UNION ELEMENTARY SCHOOL DISTRICT (4.35) 1,250.25 571.19 (15.65) 1,477.28 SANTA ROSA CITY HIGH SCHOOL DISTRICT (5.70) 1,637.71 748.21 (20.50) 1,935.14 COTATI-ROHNERT PARK UNIFIED SCHOOL DISTRICT 1275.86) 79,313.41 36,235.11 (992.135) 93,716.44 SOUTH COUNTY JOINT IIINIOR COLLEGE (51.77) 14,882.97 6,799.43 (186.31) 17,585.66 SCHOOL SERVICES ADMINISTRATION (24.21) 6,959.53 3,179.53 (87.12) 8,223.35 SANTA ROSA HIGH-ELEMENTARY AWUF (2.53) 728.42 332.79 (9.12) 860.70 SCHOOL EQUALIZATION AID (3.94) 1,132.13 517.22 (14.17) 1,337.72 ERAF (29.33) 8,432.95 3,852.68 (105.56) 9,964.34 CITY OF ROHNERT PARK (119.46) 34,345.36 15,691.01 (429.94) 40,582.35 WARM SPRINGS DAM (6.78) 1,949.84 B90.80 (24.41) 2,303.92 Total ($566.06) $162,748.18 S74,353.11 ($7.037.30) $192,302.G5 (1)Assumes Closing Date of S/3/18.Market Conditions as of 1/8/18 I2)Refunding assumes Surety at 300 bps and Bond Insurance at 90 bps Jan 9,2018 11:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnert Park(TABs):FIN01) Page 1 SOURCES AND USES OF FUNDS Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Tax Allocation Refunding Bonds Refunding of 2001,2007R TABs,2003 LRBs,and 200711 2018 Maturity Underlying Rating---/A-/---;Insured Rating---/AA/--- Interest Rates as of January 8,2018 2018 Refunding 2018 Refunding of Unrefunded of 2003 Lease 2018 Refunding Portion of Revenue Bonds 2018 Refunding Sources: of 2001 TABs 2007R TABs (Term Bond) of 2007H TABs Total Bond Proceeds: Par Amount 2,275,000.00 17,305,000.00 2,755,000.00 205,000.00 22,540,000.00 Net Premium/OlD 78,261.40 1,594,556.85 288,961.70 1,961,779.95 2,353,261.40 18,899,556.85 3,043,961.70 205,000.00 24,501,779.95 Other Sources of Funds: City Contribution to Escrow 328,457.30 328,457.30 2,353,261.40 18,899,556.85 3,372,419.00 205,000.00 24,830,237.25 2018 Refunding 2018 Refunding of Unrefunded of 2003 Lease 2018 Refunding Portion of Revenue Bonds 2018 Refunding Uses: of 2001 TABs 2007R TABs (Term Bond) of 2007H TABs Total Refunding Escrow Deposits: Cash Deposit 0.12 0.45 0.92 0.44 1.93 SLGS Purchases 2,276,222.00 18,334,540.00 3,284,572.00 202,444.00 _ 24,097,778.00 2,276,222.12 18,334,540.45 3,284,572.92 202,444.44 24,097,779.93 Delivery Date Expenses: Cost of Issuance 25,232.92 191,936.56 30,556.79 2,273.73 250,000.00 Underwriter's Discount 13,650.00 103,830.00 16,530.00 1,230.00 135,240.00 Surety Cost(300 bps) 6,241.29 47,474.99 7,558.14 562.40 61,836.82 Bond Insurance Cost(90 bps) 28,902.16 219,846.95 _ 35,000.19 283,749.30 74,026.37 563,088.50 89,645.12 4,066.13 730,826.12 Other Uses of Funds: Additional Proceeds 3,012.91 1,927.90 -1,799.04 -1,510.57 1,631.20 2,353,261.40 18,899,556,85 3,372,419.00 205,000.00 24,830,237.25 Notes: I.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3. Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriter's discount are estimates for discussion purposes. 6. Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7.Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test.In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. N U 011 3 O Z H Foo ~ r- cc F• co N. ooscr- o , 00 - nr o 'Crn o a.. n a - M r) D' vD O CD en OC O 7 C 'C C7, n r. OO en en ,r p co rn cc ON 7 00 N C'm- com , Q V M M — N -. r .3 cc' M O O rn O on r7 en Q Q en •n p - = N en. rZ r.)--- — C N N N -C 0 Cd O U eP0 00000 0 00 0 0 4 00 re a ve 0 O O Ch r. 'n O ry O ry O N — 'd Q - O en O O O N N M O CE- i1 < 0 v, OC 000 W1MN — M M T en O 00 d• O O O Q rn 0 M l+ V.ur. OOM vir.1N- 41 O OCD O Nri b rA rA 1.1 C 00 0, O O en N V7 7 rV N a N - - n 67 N L O C i N 4. r3 ... C E Q A C u m .^b co co 0 000 0 e e Ch er O c co 000 Ch O 0 0 E C C O 0, as _• Nr- OO • OOP v en 'b u 0 co M n ea . O O M �D sf N r od wMmPC eel '- c _ cct-- Oo en000000 s E NQ p4C D E � WI .CD CD M. 4-1 .41 � r� ' oNM GC C.O = ` N L O O M N N rr 4 N .4 N vD r- y a O 00 0 0ce Cr1 O N 10 �Cq N CC ILI u 00 g fL N � b0 E..., AC y'J C tog LI o4 ..a C C u `'7• h O Ch O O• �o N v1 M o°o -• C D: M -,� 'b O O O R O 00 \D 00 O- O v1 01 4D 4D .D ..0 a O "'tor a C O E'er N el M O rr R N - O V N v n VD — O O O 1 0 .D' N M e1 T rn O CO vn — O O — Cr• r- 00 oO LC1 0.� ' N 1 y u t.+4.1 O_ O_ � Op y1 N N V. O r^'1 .p 0o O 00 u to r � K' O 'n 'n N O V r P W �D �? CC O E y g O O ei r'n MMv O v rn MrlM C U Q ` < Q i re N O -. -- - N N - _ K i CE r A. 04 GH i n 00N O0io � v1 N 0 C »O -r4 — G1 yN O C C_ ooCD OD 04 w c0� O0 Q+ O• O �DOry coo r-- ar- QM N T - ¢ N N 00 �O 0 0 — O D O C` O Q �D CE- � , v NM O NN — 00 — rn O C' . C `a 42 MMOh M ^ G — M Ch CO `D .D -- O aJ o O O en 0' p ,ej 00 O mr vy tr.) r-— r` '- vDN, C a a/ O Vl rPr N n 7 M V, N N O O 0 b .-7 N OOM NMNel' Nrn en 00 u a 04 O N N N D e.) N GC v u a c1 v as co c C u C 0 Ci_ Q O y U 0 r.6 nu 01) v v to ° vJD • • -a o v u d T' e) -0 c... •.-. R Q z, i a O O C.. u •O O '- oU col GI P > `� C e� L C C th O 0 C W L o U c - O u DO > > E N L '� v £ h V 7 O O. .L •C ti co co L L rr rC 0.) U u L 1) L' y 10 1 04 0 .p u L 0 -u C a en ,o C R P -C L i0i _ _ d p _ u V 0C i0 u 'L Li o O u > > eT, > - > N L 9.1 0 DOQw > WE= Z « � < < d7_ dy N CP: 5 / /I.:: tot ± CO § } % u Cu 11 & 71 | f ] \ ~14 I k oh 2§ ' | `§ } — |§ �� ~A ƒ |d 7 \ \ \ � � 0 IC 0 • ! / \ � �a \/SC\ § 1 E\� \ $ � � 2 � 0 // 0Z \°!.L. CA3 0 »_ < -- � -0 \ < I— j um k/ • \§� �\ $ ▪ \ \ � �. _ � �� con t � 2 §a / 222 ƒ # § ® bD bD\ V- 0 ` \ ° S © �2 a2 /�� §§ � � R c i � | 2k , @§ 2 | 22 a /� || 2 2 = � ® I � #2kr �f - z% \ lt . 7ftc « $ �■= E ] \ {= B ; 2£ t <D / j 2@ ` _ [3 oi § ch- - -0 ± § g \ƒ e i § -0 e /2 § f m ±a§ � a � � ® ®CI ' � )• �� § V —, cp f ƒ� 7§ § a2 \ 72% �CI 401 §@2/ ƒ E2 � 1 : � }ƒ § � 222E \ ' E » e, : uj § E §} § \ § ƒbJ ' != / § \ -cr co , r0a OC ® \ ± ' E � � k ) - - � - 2 §nJ ƒ/ � { / \ } ) 2 / / = & A � wsew / k Jan 9,2018 11:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnert Park(TABs):FIN01) Page 4 SUMMARY OF BONDS REFUNDED Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Tax Allocation Refunding Bonds Refunding of 2001,2007R TA Bs,2003 LRBs,and 2007H 2018 Maturity Underlying Rating---/A-/---;Insured Rating---/AA/--- Interest Rates as of January 8,2018 Maturity Interest Par Call Call Bond Date Rate Amount Date Price 2001 Rohnert Park TABs,2001: TERM 08/01/2020 5.250% 705,000.00 08/01/2020 5.250% 1,520,000.00 08/01/2018 100.000 2,225,000.00 2003 Rohnert Park LRBs,2003: TERM25 07/01/2025 4.750% 3,225,000.00 05/21/2018 100.000 2007 Rohnert Park Housing TABs,2007H: SERIAL 08/01/2018 4.000% 200,000.00 05/21/2018 100.000 Unrefunded Portion of 2007 Rohnert Park TABs,2007R2: SERIAL 08/01/2018 5.000% 590,000.00 05/21/2018 100.000 08/01/2019 4.000% 615,000.00 05/21/2018 100.000 08/01/2020 4,000% 640,000.00 05/21/2018 100.000 08/01/2021 4.000% 550,000.00 05/21/2018 100.000 08/01/2022 4.125% 570,000.00 05/21/2018 100.000 08/01/2023 4.125% 595,000.00 05/21/2018 100.000 08/01/2024 4.250% 620,000.00 05/21/2018 100.000 08/01/2025 4.250% 645,000.00 05/21/2018 100.000 TERMI 08/01/2030 5.000% 3,720,000.00 05/21/2018 100.000 TERM2 08/01/2037 5.000% 9,525,000.00 05/21/2018 I00.000 18,070,000.00 23,720,000.00 Notes: I. Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3. Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriter's discount are estimates for discussion purposes. 6.Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7.Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test.In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. 2001 Bonds are only callable on an interest payment date Jan 9,2018 1 1:43 am Prepared by DBC Finance (Finance 7.017 City of Rohner!Park(TABs):FINOI) Page 5 SAVINGS Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Tax Allocation Refunding Bonds Refunding of 2001,2007R l ABs,2003 LRBs,and 2007H 2018 Maturity Underlying Rating---/A-/---;Insured Rating---/AA/--- Interest Rates as of January 8,2018 Present Value Prior Refunding to 05/03/2018 Dale Debt Service Debt Service Savings @ 3.1394192% 08/01/2018 2,406,884.38 2,407,318.82 -434.44 643.47 08/01/2019 2,768,106.26 2,5I2,656.26 255,450.00 248,080.64 08/01/2020 2,767,556.26 2,518,456.26 249,100.00 234,425.69 08/01/2021 1,828,193.76 1,589,706.26 238,487.50 217,632.17 08/01/2022 1,827,668.76 1,588,206.26 239,462.50 211,821.34 08/01/2023 1,829,681.26 1,589,706.26 239,975.00 205,764.23 08/01/2024 1,829,712.50 1,588,956.26 240,756.24 200,100.35 08/01/2025 1,826,987.50 1,590,956.26 236,031.24 190,191.29 08/01/2026 I,337,250.00 1,180,456.26 156,793,74 122,081.57 08/01/2027 1,333,500.00 1,177,956.26 155,543.74 117,3 92.72 08/01/2028 1,333,250.00 1,178,956.26 154,293.74 112,876.64 08/01/2029 1,336,250.00 1,183,206.26 153,043.74 108,527.16 08/01/2030 1,337,250.00 1,180,456.26 156,793.74 107,752.76 08/01/2031 1,336,250.00 1,180,956.26 155,293.74 103,447.25 08/01/2032 1,333,250.00 1,179,456.26 153,793.74 99,304.48 08/01/2033 1,333,250.00 1,180,956.26 152,293.74 95,318.53 08/01/2034 1,331,000.00 1,175,206.26 155,793.74 94,498.11 08/01/2035 1,331,500,00 1,177,456.26 154,043.74 90,569.11 08/01/2036 2,574,500.00 2,276,050.00 298,450.00 169,502.45 08/01/2037 2,577,750.00 2,276,662.50 301,087.50 165,547.92 35,579,790.68 31,733,737.74 3,846,052.94 2,895,477.89 Savings Summary PV of savings from cash flow 2,895,477.89 Less:Prior funds on hand -328,457.30 Plus:Refunding funds on hand 1,631.20 Net PV Savings 2,568,651.79 Notes: 1.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3.Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stile'makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriter's discount are estimates for discussion purposes. 6.Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7.Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test. In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. Jan 9,2018 11:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnert Park(TABs):FINOI) Page 6 SAVINGS Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Refunding of 2001 TABs Refunding of 2001,2007R TABs,2003 LRBs,and 2007H 2018 Maturity Underlying Rating---/A-/---;Insured Rating---/AA/--- Interest Rates as of January 8,2018 Present Value Prior Refunding to 05/03/2018 Date Debt Service Debt Service Savings @ 3.1394192% 08/01/2018 763,406.25 762,354.44 1,051.81 1,043.83 08/01/2019 819,800.00 819,250.00 550.00 608.74 08/01/2020 820,950.00 824,250.00 -3,300.00 -3,064.72 2,404,156.25 2,405,854.44 -1,698.19 -1,412.15 Savings Summary PV of savings from cash flow -1,412.15 Plus:Refunding funds on hand 3,012.91 Net PV Savings 1,600.76 Notes: 1. Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3. Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriter's discount are estimates for discussion purposes. 6.Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7.Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test.In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. Jan 9,2018 11:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnert Park(TABs):FINOI) Page 7 SAVINGS Successor Agency to the Ci:y of Rohnert Park Redevelopment Agency 2018 Refunding of Unrefunded Portion of 2007R TABS Refunding of 2001,2007R TABs,2003 LRBs,and 2007H 2018 Maturity Underlying Rating---/A-/---;Insured Rating---/AA/--- Interest Rates as of January 8,2018 Present Value Prior Refunding to 05/03/2018 Date Debt Service Debt Service Savings (0) 3.1394192% 08/01/2018 1,022,884.38 1,022,858.19 26.19 25.99 08/01/2019 1,451,268.76 1,282,856.26 168,412.50 162,865.21 08/01/2020 1,451,668.76 1,285,456.26 166,212.50 155,802.56 08/01/2021 1,136,068.76 1,181,206.26 154,862.50 140,791.00 08/01/2022 1,334,068.76 1,180,706.26 153,362.50 13 5,182.76 08/01/2023 1,335,556.26 1,178,956.26 156,600.00 13 3,807.80 08/01/2024 1,336,012.50 1,180,956.26 155,056.24 128,455.35 08/01/2025 1,334,662.50 1,181,456.26 153,206.24 123,059.06 08/01/2026 1,337,250.00 1,180,456.26 156,793.74 122,081.57 08/01/2027 1,333,500.00 1,177,956.26 155,543.74 117,392.72 08/01/2028 1,333,250.00 1,178,956.26 154,293.74 112,876.64 08/01/2029 1,336,250.00 1,183,206.26 153,043.74 108,527.16 08/01/2030 1,337,250.00 1,180,456.26 156,793.74 107,752.76 08/01/2031 1,336,250.00 1,180,956.26 155,293.74 103,447.25 08/01/2032 1,333,250.00 1,179,456.26 153,793.74 99,304.48 08/01/2033 1,333,250.00 1,180,956.26 152,293.74 95,318.53 08/01/2034 1,331,000.00 1,175,206.26 155,793.74 94,498.11 08/01/2035 1,331,500.00 1,177,456.26 154,043.74 90,569.11 08/01/2036 2,574,500.00 2,276,050.00 298,450.00 169,502.45 08/01/2037 2,577,750.00 2,276,662.50 301,087.50 165,547.92 29,097,190.68 25,842,227.11 3,254,963.57 2,366,808.44 Savings Summary PV of savings from cash flow 2,366,808.44 Plus:Refunding funds on hand 1,927,90 Net PV Savings 2,368,736.34 Notes: 1.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3.Interest rate assumptions are based on current market conditions and s. 'tar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriters discount are estimates for discussion purposes. 6.Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7_Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. Jan 9,2018 1 1:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnen Park(TABs):FIN01) Page 8 SAVINGS Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Refunding of 2003 Lease Revenue Bonds(Term Bond) Refunding of 2001,2007R TABs,2003 LRBs,and 2007H 2018 Maturity Underlying Rating---/A-/---;Insured Rating---/AA/--- Interest Rates as of January 8,2018 Present Value Prior Refunding to 05/03/2018 Date Debt Service Debt Service Savings @ 3.1394192% 08/01/2018 416,593.75 416,068.89 524.86 1,595.49 08/01/2019 497,037.50 410,550.00 86,487.50 84,606.69 08/01/2020 494,937.50 408,750.00 86,187.50 81,687.84 08/01/2021 492,125.00 408,500.00 83,625.00 76,841.17 08/01/2022 493,600.00 407,500.00 86,100.00 76,638.58 08/01/2023 494,125.00 410,750.00 83,375.00 71,956.43 08/01/2024 493,700.00 408,000.00 85,700.00 71,645.00 08/01/2025 492,325.00 409,500.00 82,825.00 67,132.22 3,874,443.75 3,279,618.89 594,824.86 532,103.43 Savings Summary PV of savings from cash flow 532,103.43 Less:Prior funds on hand -328,457.30 Plus:Refunding funds on hand -1,799.04 Net PV Savings 201,847.09 Notes: 1.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3. Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels. 5.Costs of issuance and underwnter's discount are estimates for discussion purposes. 6.Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7.Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test. In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. Jan 9,2018 1 1:43 am Prepared by DBC Finance (Finance 7.017 City of Rohncrt Park(TABs):FIN01) Page 9 SAVINGS Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Refunding of 200711 TABs Refunding of 2001,2007R TABs,2003 LRBs,and 2007H 2018 Maturity Underlying Rating---/A-I---;Insured Rating---/AA I--- Interest Rates as of January 8,2018 Prior Refunding Present Value Debt Debt to 05/03/2018 Date Service Service Savings ct, 3.1394192% 08/01/2018 204,000.00 206,037.30 -2,037.30 -2,021.85 204,000.00 206,037.30 -2,037.30 -2,021.85 Savings Summary PV of savings from cash flow -2,021.85 Plus:Refunding funds on hand -1,510.57 Net PV Savings -3,532.42 Notes: 1.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3.Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stile!makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriter's discount are estimates for discussion purposes. 6.Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7.Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test.In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. Ian 9,2018 11:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnert Park(TABs):FINOI) Page 10 BOND SUMMARY STATISTICS • Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Tax Allocation Refunding Bonds Refunding of 2001,2007R TABs,2003 LRBs,and 2007H 2018 Maturity Underlying Rating---/A-/---;Insured Rating---/AA/--- Interest Rates as of January 8,2018 Dated Date 05/03/2018 Delivery Date 05/03/2018 Last Maturity 08/01/2037 Arbitrage Yield 3.139419% True Interest Cost(TIC) 3.383403% Net Interest Cost(NIC) 3.356664% All-In TIC 3.522957% Average Coupon 4.188877% Average Life(years) 9.737 Duration of Issue(years) 7.652 Par Amount 22,540,000.00 Bond Proceeds 24,501,779.95 Total Interest 9,193,737.74 Net Interest 7,367,197.79 Total Debt Service 31,733,737.74 Maximum Annual Debt Service 2,518,456.26 Average Annual Debt Service 1,648,981.75 Underwriter's Fees(per$1000) Average Takedown Other Fee 6.000000 Total Underwriter's Discount 6.000000 Bid Price 108.103549 Par Average Average Bond Component Value Price Coupon Life Taxable Serial Bond 205,000.00 100.000 2.070% 0.244 Serial Bonds 22,335,000.00 108.783 4.189% 9.824 22,540,000.00 9.737 Jan 9,2018 1 1:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnert Park(TABs):FINO I) Page 11 BOND SUMMARY STATISTICS Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Tax Allocation Refunding Bonds Refunding of 2001,2007R TABs,2003 LRBs,and 20071i 2018 Maturity Underlying Rating---/A-/---;Insured Rating---/AA/— Interest Rates as of January 8,2018 All-In Arbitrage TIC TIC Yield Par Value 22,540,000.00 22,540,000.00 22,540,000.00 +Accrued Interest +Premium(Discount) 1,961,779.95 1,961,779.95 1,961,779.95 -Underwriter's Discount -135,240.00 -135,240.00 -Cost of Issuance Expense -250,000.00 -Other Amounts -345,58612 -345,586.12 -345,586.12 Target Value 24,020,953.83 23,770,953.83 24,156,193.83 Target Date 05/03/2018 05/03/2018 05/03/2018 Yield 3.383403% 3.522957% 3.139419% Notes: 1.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3.Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriter's discount are estimates for discussion purposes. 6.Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7.Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test.In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. 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'_ C U u ..c 4-. to u u LC L . 0 W c u C 3 7 JZ ea C t t N 7 y V▪ '� ON Eri U l,O U LO con O -C p] v o -0 m `� Q 0 L v, y t o y` 3 u 00 N n - L : c C t0 - C N to '0 s u t c oC.'3 to 'a `a a -- to t° u 3 C . `C te ti 0 O Cad 1 y .0 6 ` 0 u L. > o E V ¢ E n y •` vL, E U G _ y E 8 u CI v6/ VI - AU i L L. a .i C, T.-. -_ L C N x i C C C u '0 y, >, E rI '� L Y y CO .0 y C -. yoL- F .; Q La VQ0 m C al m Z = rv ,•.. cr •.-i .0r� EOc Jan 9,2018 11:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnen Park(TABs):FINOI) Page 14 BOND DEBT SERVICE Successor Agency to the City of Rohnen Park Redevelopment Agency 2018 Tax Allocation Refunding Bonds Refunding of 2001,2007R TABs,2003 LRBs,and 200711 2018 Maturity Underlying Rating---I A-I ;Insured Rating---I AA/--- Interest Rates as of January 8,2018 Period Ending Principal Coupon Interest Debt Service 08/01/2018 2,170,000 •• % 237,3I8.82 2,407,318.82 08/01/2019 1,605,000 4.000% 907,656.26 2,512,656.26 08/01/2020 1,675,000 5.000% 843,456.26 2,518,456.26 08/01/2021 830,000 5.000% 759,706.26 1,589,706.26 08/01/2022 870,000 5.000% 718,206.26 1,588,206.26 08/01/2023 915,000 5.000% 674,706.26 1,589,706.26 08/01/2024 960,000 5.000% 628,956.26 1,588,956.26 08/01/2025 1,010,000 5.000% 580,956.26 1,590,956.26 08/01/2026 650,000 5.000% 530,456.26 1,180,456.26 08/01/2027 680,000 5.000% 497,956.26 1,177,956.26 08/01/2028 715,000 5.000% 463,956.26 1,178,956.26 08/01/2029 755,000 5.000% 428,206.26 1,183,206.26 08/01/2030 790,000 5.000% 390,456.26 1,180,456.26 08/01/2031 830,000 5.000% 350,956.26 1,180,956.26 08/01/2032 870,000 5.000% 309,456.26 1,179,456.26 08/01/2033 915,000 5,000% 265,956.26 1,180,956.26 08/01/2034 955,000 5.000% 220,206.26 1,175,206.26 08/01/2035 1,005,000 3.125% 172,456.26 1,177,456.26 08/01/2036 2,135,000 3.250% 141,050.00 2,276,050.00 08/01/2037 2,205,000 3.250% 71,662.50 2,276,662.50 22,540,000 9,193,737.74 31,733,737.74 Notes: 1.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3.Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriter's discount are estimates for discussion purposes. 6.Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7. Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test. In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. Jan 9,2018 I I:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnert Park(TABs):FINOI) Page 15 BOND DEBT SERVICE. Successor Agency to the City of Rolmert Park Redevelopment Agency 2018 Tax Allocation Refunding Bonds Refunding of 2001,2007R TABs,2003 LRBs,and 2007H 2O18 Maturity Underlying Rating---/A-/—;Insured Rating---/AA/--- Interest Rates as of January 8,2018 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 08/01/2018 2,170,000 ** % 237,318.82 2,407,318.82 2,407,318.82 02/01/2019 453,828.13 453,828.13 08/01/2019 1,605,000 4.000% 453,828.13 2,058,828.13 2,512,656.26 02/01/2020 421,728.13 421,728.13 08/01/2020 1,675,000 5.000% 421,728.13 2,096,728.13 2,518,456.26 02/01/2021 379,853.13 379,853.13 08/01/2021 830,000 5.000% 379,853.13 1,209,853.13 1,589,706.26 02/01/2022 359,103.13 359,103.13 08/01/2022 S70,000 5.000% 359,103.13 1,229,103.13 1,588,206.26 02/01/2023 337,353.13 337,353.13 08/01/2023 915,000 5.000% 337,353.13 1,252,353.13 1,589,706.26 02/01/2024 314,478.13 314,478.13 08/01/2024 960,000 5.000% 314,478.13 1,274,478.13 1,588,956.26 02/01/2025 290,478.13 290,478.13 08/01/2025 1,010,000 5.000% 290,478.13 1,300,478.13 1,590,956.26 02/01/2026 265,228.13 265,228.13 08/01/2026 650,000 5.000% 265,228.13 915,228.13 1,180,456.26 02/01/2027 248,978.13 248,978.13 08/01/2027 680,000 5.000% 248,978.13 928,978.13 1,177,956.26 02/01/2028 231,978.13 231,978.13 08/01/2028 715,000 5.000% 231,978.13 946,978.13 1,178,956.26 02/01/2029 214,103,13 214,103.13 08/01/2029 755,000 5.000% 214,103.13 969,103.13 1,183,206.26 02/01/2030 195,228.13 195,228.13 08/01/2030 790,000 5.000% 195,228.13 985,228.13 1,180,456.26 02/01/2031 175,478.13 175,478.13 08/01/2031 830,000 5.000% 175,478.13 1,005,478.13 1,180,956.26 02/01/2032 154,728.13 154,728.13 08/01/2032 870,000 5.000% 154,728.13 1,024,728.13 1,179,456.26 • 02/01/2033 132,978.13 132,978.13 08/01/2033 915,000 5.000% 132,978,13 1,047,978.13 1,180,956.26 02/01/2034 110,103.13 110,103.13 08/01/2034 955,000 5.000% 110,103.13 1,065,103.13 1,175,206.26 02/01/2035 86,228.13 86,228.13 08/01/203 5 1,005,000 3.125% 86,228.13 1,091,228.13 1,177,456.26 02/01/2036 70,525.00 70,525.00 08/01/2036 2,135,000 3.250% 70,525.00 2,205,525.00 2,276,050.00 02/01/2037 35,831.25 35,831.25 08/01/2037 2,205,000 3.250% 35,831.25 2,240,831.25 2,276,662.50 22,540,000 9,193,737.74 31,733,737.74 31,733,737.74 Jan 9,2018 11:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnert Park(TABs):FIN01) Page 16 BOND DEBT SERVICE Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Tax Allocation Refunding Bonds Refunding of 2001,2007R TABs,2003 LRBs,and 2007112018 Maturity Underlying Rating--/A-/--;Insured Rating--/AA/-- Interest Rates as of January 8,2018 Notes: 1.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3.Interest rate assumptions arc based on current market conditions and similar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriter's discount are estimates for discussion purposes. 6.Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7.Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test.In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. Jan 9,2018 11:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnert Park(TABs):FINOI) Pagc 17 ESCROW REQUIREMENTS Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Refunding of 2001 TABs Refunding of 2001,2007R TABS,2003 LRBs,and 2007H 2018 Maturity Underlying Rating---/A-/---;Insured Rating--/AA I--- Interest Rates as of January 8,2018 Period Principal Ending Principal Interest Redeemed Total 08/01/2018 705,000.00 58,406.25 1,520,000.00 2,283,406.25 705,000.00 58,406.25 1,520,000.00 2,283,406.25 Notes: I.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3.Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriter's discount are estimates for discussion purposes. 6.Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7.Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test.In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. Jan 9,2018 11:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnert Park(TABs):FIN01) Page 18 ESCROW REQUIREMENTS Successor Agency to the City of Rohner(Park Redevelopment Agency 2018 Refunding of Unrefunded Portion of 2007R TABs Refunding of 2001,2007R TABs,2003 LRBs,and 2007H 2018 Maturity Underlying Rating---/A-/---;Insured Rating---/AA/--- Interest Rates as of January 8,2018 Period Principal Ending Interest Redeemed Total 05/21/2018 264,540.45 18,070,000.00 18,334,540.45 264,540.45 18,070,000.00 18,334,540.45 Notes: 1.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3.Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriter's discount arc estimates for discussion purposes. 6.Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7. Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test. In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. Jan 9,2018 11:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnert Park(TABs):FIN01) Page 19 ESCROW REQUIREMENTS Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Refunding of 2003 Lease Revenue Bonds(Term Bond) Refunding of 2001,2007R"1'ABs,2003 LRBs,and 2007H 2018 Maturity Underlying Rating---/A-/---;Insured Rating---/AA/--- Interest Rates as of January 8,2018 Period Principal Ending Interest Redeemed Total 05/21/2018 59,572.92 3,225,000.00 3,284,572.92 59,572.92 3,225,000.00 3,284,572.92 Notes: I.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3.Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriter's discount are estimates for discussion purposes. 6. Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue, 7. Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test.In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. Jan 9,2018 11:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnert Park(TABs):FIN01) Page 20 ESCROW REQUIREMENTS Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Refunding of 200711 TABs Refunding of 2001,2007R TABs,2003 LRBs,and 2007H 2O18 Maturity Underlying Rating---/A-/---;Insured Rating---/AA/--- Interest Rates as of January 8,2018 Period Principal Ending Interest Redeemed Total 05/21/2018 2,444.44 200,000.00 202,444.44 2,444.44 200,000.00 202,444.44 Notes: 1.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3.Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriter's discount are estimates for discussion purposes. 6.Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7.Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test.In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. Jan 9,2018 11:43 am Prepared by DBC Finance (Finance 7.017 City of Rohnert Park(TABs):FIN0I) Page 21 ESCROW DESCRIPTIONS Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Tax Allocation Refunding Bonds Refunding of 2001,2007R TABs,2003 LRBs,and 2007H 2018 Maturity Underlying Rating--/A-/---;Insured Rating--•/AA/--- Interest Rates as of January 8,2018 Type of Type of Maturity First Int Par Max Security SLGS Date Pmt Date Amount Rate Rate May 3,2018: SLGS Certificate 05/21/2018 05/21/2018 21,821,556 SLGS Certificate 08/01/2018 08/01/2018 2,276,222 1.280% 1.280% 24,097,778 SLGS Summary SLGS Rates File 26DEC17 Total Certificates of Indebtedness 24,097,778.00 Notes: 1.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3. Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels, 5.Costs of issuance and underwriter's discount are estimates for discussion purposes. 6.Analysis was performed with no changes to the term or the structure of the debt service from the currently outstanding issue. 7.Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test.In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8.Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. Jan 9,2018 11:43 am Prepared by DISC Finance (Finance 7.017 City of kohnen Park(TABs):FINOI) Page 22 • DISCLAIMER Successor Agency to the City of Rohnert Park Redevelopment Agency 2018 Tax Allocation Refunding Bonds Refunding of 2001,2007R TABs,2003 LRBs,and 2007H 2018 Maturity Underlying Rating---/A-/---;Insured Rating---/AA/--- Interest Rates as of January 8,2018 Stifel,Nicolaus&Company,Incorporated('Stifel')has been engaged or appointed to serve as an underwriter or placement agent with respect to a particular issuance of municipal securities to which the attached material relates and Stifel is providing all information and advice contained in the attached material in its capacity as underwriter or placement agent for that particular issuance.As outlined in the SEC's Municipal Advisor Rule, Stifel has not acted,and will not act,as your municipal advisor with respect to the issuance of the municipal securities that is the subject to the engagement. Stifel is providing information and is declaring to the proposed municipal issuer and any obligated person that it has done so within the regulatory framework of MSRB Rule G-23 as an underwriter(by definition also including the role of placement agent)and not as a financial advisor,as defined therein,with respect to the referenced proposed issuance of municipal securities. The primary role of Stifel,as an underwriter,is to purchase securities for resale to investors in an arm's-length commercial transaction. Serving in the role of underwriter,Stifel has financial and other interests that differ from those of the issuer.The issuer should consult with its'own financial and/or municipal,legal,accounting,tax and other advisors,as applicable,to the extent it deems appropriate. These materials have been prepared by Stifel for the client or potential client to whom such materials are directly addressed and delivered for discussion purposes only. All terms and conditions are subject to further discussion and negotiation. Stifel does not express any view as to whether financing options presented in these materials are achievable or will be available at the time of any contemplated transaction. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Stifel to provide or arrange any financing for any transaction or to purchase any security in connection therewith and may not relied upon as an indication that such an offer will be provided in the future. Where indicated,this presentation may contain information derived from sources other than Stifel.While we believe such information to be accurate and complete,Stifel does not guarantee the accuracy of this information.This material is based on information currently available to Stifel or its sources and is subject to change without notice.Stifel does not provide accounting,tax or legal advice;however,you should be aware that any proposed indicative transaction could have accounting,tax,legal or other implications that should be discussed with your advisors and/or counsel as you deem appropriate. Notes: 1.Preliminary and subject to change. 2.The use of the'A-'rating is consistent with the rating of the outstanding prior bonds. 3. Interest rate assumptions are based on current market conditions and similar credits. 4.Actual results may differ,and Stifel makes no commitment to underwrite at these levels. 5.Costs of issuance and underwriter's discount are estimates for discussion purposes. b.Analysis was performed with no changes to the tens or the structure of the debt service from the currently outstanding issue. 7.Debt Service Reserve Fund is fully funded with a Surety policy calculated at 300 basis points of the standard three-prong test.In today's market many issuers have used a Surety in lieu of a cash funded Debt Service Reserve Fund with no impact to the rating. 8. Bond Insurance Cost is anticipated to be 90 basis points of Total Adjusted Debt Service. Mission Statement ITEM NO. SC i.mrs1111,,, "We care for Our Residents by Working Together to Build a Better Community for Today and'tomorrow." 19�' _C , °`�'� CITY OF ROHNERT PARK OVERSIGHT BOARD AGENDA REPORT Meeting Date: January 29, 2018 Submitted By: Darrin Jenkins, City Manager Prepared By: Ellen Beardsley,Administrative Assistant Agenda Title: Election of Officers RECOMMENDED ACTIONS: (1) Elect one member of the Oversight Board of the Successor Agency City of Rohnert Park ("Board") to serve as Chair for a one-year term effective the next regularly scheduled or special meeting (2) Elect one member to serve as Vice Chair of the Board for a one-year term (3) Consider and adopt attached Resolution affirming the selection of Board officers BACKGROUND: On April 11, 2012, the Board elected Shirlee Zane as Chair and Jake Mackenzie as Vice Chair of the Board. At its meeting in April 2013, the Board elected Shirlee Zane as Chair and Jake Mackenzie as Vice Chair to serve their second consecutive term. On April 9, 2014, the Board elected Marilyn Ponton as Chair and Michael Thompson as Vice Chair to serve their first term,and on April 8, 2015, both were elected to serve their second terms. Due to the resignation of Chair Ponton, a special meeting was held on September 24, 2015, and Jake Mackenzie was elected as Chair of the Oversight Board. At its regular meeting on April 13,2016, the Board elected Mary Grace Pawson to serve as Chair, and Jake Mackenzie was elected as Vice Chair. At the same meeting, the Board approved Resolution No. OSB 2016-03 which amended Article II, Section 5 of the Bylaws to permit the Board to elect any Board Member as Chair and Vice Chair regardless of the number of years they have served as officers. "The Chair and Vice Chair shall be elected from among the members of the Board at the first regular meeting of the Board. Thereafter, the Chair and Vice Chair shall be elected from among the members of the Board at each annual meeting. Each officer shall hold office until the next annual meeting of the Board following his/her election and until his/her successor is elected and in office. Any such officer shall not be prohibited from succeeding himself or herself" ITEM NO. 5C On January 11, 2017, the Board convened and elected Brian Masterson to serve as Chair and Mary Grace Pawson to serve as Vice-Chair. Today's special meeting is designated as the Board's annual meeting at which election of officers is to take place. According to the Amended Bylaws,all Board Members are eligible to be elected to the office of Chair or Vice-Chair. DISCUSSION: A majority of the total membership of the Board(four members)constitutes a quorum for the transaction of business. Four affirmative votes are required to approve any action taken by the Board. It is recommended that the Chair open and close nominations to the Board for the election of Chair. Votes will be cast for the nominee(s)by roll call vote. The nominee receiving at least four affirmative votes will be elected as Chair. The same process would be facilitated by the Chair for the election of a Vice Chair. City Manager Approval Date: 1/16/2018 City Attorney Approval Date: n/a Board Attorney Approval Date: n/a Attachment(s): Resolution No. OSB 2018-03 RESOLUTION NO. OSB 2018-03 A RESOLUTION OF THE OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY CITY OF ROHNERT PARK AFFIRMING SELECTION OF OFFICERS WHEREAS, the Oversight Board for the Successor Agency City of Rohnert Park (the "Board") organized itself pursuant to Chapter 4 (commencing with Section 34179) of Part 1.85 of Division 24 of the Health and Safety Code; WHEREAS, at the Board's initial meeting on April 11, 2012, the Board members were sworn in as public officials,and by a majority vote of the Board, Shirlee Zane was elected Chair and Jake Mackenzie elected Vice Chair of the Board; WHEREAS, on June 22, 2012, the Board adopted Bylaws for the Oversight Board for the Successor Agency City of Rohnert Park which established that at each annual meeting the Chair and Vice Chair shall be elected from among the members of the Board; WHEREAS, an annual meeting of the Oversight Board was held on January 29, 2018, and the Chair and Vice Chair of the Oversight Board were elected. NOW, THEREFORE, THE OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY CITY OF ROHNERT PARK DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The officers of the Board, elected in accordance with the Bylaws, are as follows: Chair: Vice Chair: Section 2. This Resolution shall be effective the next regularly scheduled or special meeting. DULY AND REGULARLY ADOPTED this 29'h day of January, 2018. OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY CITY OF ROHNERT PARK Mary Grace Pawson, Vice Chair ATTEST: Eydie Tacata,Clerk of the Board Downey: Jolley: Mackenzie: Thompson: Zane: Pawson: Masterson: AYES: ( ) NOES: ( ) ABSENT: ( ) ABSTAIN: ( ) This page left intentionally blank. R1 r4R, ITEM NO. 5D Mission Statement ; 61 .' "IVe Care for Our Residents by Working Together to Build a Better Community for Today and Tomorrow." CITY OF ROHNERT PARK OVERSIGHT BOARD AGENDA REPORT Meeting Date: January 29, 2018 Department: Public Works and Community Services Submitted By: John McArthur, Director of Public Works&Community Services Prepared By: Terrie Zwillinger, Project Coordinator Agenda Title: Receive Series 2007R Excess Bond Proceeds Expenditure Report RECOMMENDED ACTION: Staff recommends that the Oversight Board receive the attached report of 2007R Excess Bond proceeds expenditures for July 2017 through December 2017. BACKGROUND: Since receiving the Finding of Completion, the City, Successor Agency and Oversight Board (OSB) have taken the following actions relating to the use of the remaining redevelopment bond proceeds: 1) On February 11, 2014, the City Council approved $5.7 million in bond proceeds for multiple facility improvement projects within the former Redevelopment Area (RDA). On April 9, 2014, the project list was approved by the OSB and later approved by the State Department of Finance. 2) On February 10, 2015, City Council approved an additional $627,546 in uncommitted bond proceeds from the 1999 Tax Allocation Bonds (TABS) that will be used as contingency funds for projects that have already been approved. On May 22, 2007, the former Community Development Commission entered into a reimbursement agreement with the City whereby the former Commission would fund 88%of the Eastside Sewer Main Phase 1 Improvement Project in advance of the City receiving the money through public facilities finance fees. The Commission funded this project from the 2007R Tax Allocation Bond proceeds. On August 25, 2015, the City Council approved the use of an additional $10,055,725 in bond funds for projects in the former RDA. As these funds are repaid, they retain their identity of bond proceeds and are therefore available to be used for the same purpose as when issued,which is for capital projects within the former redevelopment area. For FY 2015/16 and FY16-17 sufficient funds were available in the Public Facility Finance Fee fund to repay $500,000 each year of the funds advanced for the sewer project to the Successor Agency for a total of$1,000,000. The FY 17-18 budget planned for a $500,000 repayment as well, but it is unknown at this time if sufficient funds will be available to make the payment. Staff will continue to plan for the annual repayment and make adjustments as necessary based on available funds. [Version 2- 12/18/2015] 1 ITEM NO. 5D ANALYSIS: The total amount of bond proceeds allocated to the bond project list is $16,383,271. Since approving the Excess Bond Proceeds Agreement (Agreement), several of the public facility improvement projects have been initiated. Section 5 of the Agreement requires that the City provide the Successor Agency and Oversight Board with a semi-annual written statement identifying the amount of Series 2007R Excess Bond Proceeds expended in the January through June and July through December six-month periods. The attached report details expenditures of excess bond proceeds on public improvements for the six-month period of July 2017 through December 2017 in addition to the previously expended funds. As better cost estimates for the projects are received or projects are completed, project budgets will be adjusted to re-distribute funds up to the amounts previously approved by City Council and the Oversight Board. STRATEGIC PLAN ALIGNMENT: This item follows Strategic Plan Item D.2 by improving infrastructure. The semi-annual report is a requirement of the 2007R Excess Bond Fund Agreement. OPTIONS CONSIDERED This report is required per the 2007R Excess Bond Proceeds agreements. 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'� n c a c t m Ln cl O w u Si w a io ...i Ol O CO a 4 1r ro _in cc U O > N .n ITEM NO. 6A woKur lrrt Mission Statement "We Care for Our Residents by Working Together to Build a ig° Better community for Today and Tomorrow." `A � •'' CITY OF ROHNERT PARK OVERSIGHT BOARD AGENDA REPORT Meeting Date: January 29, 2018 Agenda Title: INFORMATIONAL ITEM: TRANSITION TO COUNTYWIDE OVERSIGHT BOARD The original legislation dissolving redevelopment agencies created an oversight board for each successor agency. It was anticipated that the work of winding up the affairs of each successor agency would be substantially completed by July 1,2016,and, at that time,a separate oversight board for each successor agency would no longer be necessary(or efficient). A countywide oversight board overseeing the activity of each successor agency in the county was scheduled to come into existence on July 1, 2016. In 2015,the Legislature recognized that this schedule was overly-ambitious and changed the date from July 1, 2016 to July I,2018. On July 1, 2018, there will be only one oversight board in Sonoma County: 1. The board will be staffed by the county auditor-controller unless the auditor-controller selects another county entity or a city within the county to staff the board. 2. The office/entity/city staffing the board may recover its costs from the Redevelopment Property Tax Trust Fund. 3. The Board is comprised of the following members: a. One member appointed by the board of supervisors b. One member appointed by the city selection committee. c. One member appointed by the independent special district committee d. One member appointed by the county superintendent of education e. One member appointed by the Chancellor of the California Community Colleges f. One member of the public appointed by the board of supervisors g. One member appointed by the recognized employee organization representing the largest number of successor agency employees in the county The Governor may make appointments that are not filled by July 15, 2018. [Health&Safety Code 34I79(j)] Page 1 of 1 Beardsley, Ellen From: Beardsley, Ellen Sent: Wednesday, January 24, 2018 2:33 PM To: Betsy Strauss (betsy.strauss@gmail.com); Darrin Jenkins (djenkins@rpcity.org); Howze, Betsy; Karen Murphy (kmurphy@bwslaw.com); Tacata, Eydie; Randy.Osborn@sonoma- county.org; redevelopment_adrninistration@dof.ca.gov; Veronica.ferguson@sonoma- county.org Cc: Christine Culver (Christine.Culver@sonoma-county.org); Colburn, Catherine; JoAnne Buergler; Melissa James; 'Michelle Whitman'; Orozco, Manuel; Saldanha, Caitlin Subject: Rohnert Park Oversight Board Annual meeting: Monday, 1/29/18 @ 4PM: agenda packet Attachments: Agenda Packet Special Annual Meeting 2018-01-29_FINAL.pdf Sent to all Oversight Board Members(via blind cc),Board Counsel, City Staff and Counsel, Sonoma County officials, and Department of Finance administration staff. Greetings! Thank you for working with me on getting this important meeting organized! Please note that we will only be able to meet until 4:45 PM; your prompt arrival will be appreciated in order to start the meeting right at 4 PM, The agenda packet is attached. Please note: • The staff report for Item 5B has six attachments, five of which are accessible from website links inserted in the attached pdf packet (pages 25-29) • Hard copies of the entire packet will be available at the meeting • The agenda packet is also available online at the City of Rohnert Park's website For particular questions about agenda items, please contact the following staff members: • Item 4 Meeting Minutes: Board Clerk Eydie Tacata, etacata@rpcity.org #707-588-2205 • Items 5A ROPS & 5B Refund TAB: Finance Director Betsy Howze, bhowze@rpcity.org #707-585-6717 • Item 5C Election: Admin Asst. Ellen Beardsley, ebeardsley@rpcity.org #707-588-2213 • Item 5D Bond Report: Dir. of Public Works & Community Services John McArthur, jmcarthur@rpcity.org #707-588-3301 • Item 6 Transition: Finance Director Betsy Howze, bhowze@rpcity.or_g #707-585-6717 If you have any trouble accessing the meeting information, please contact me. Thank you. Ellen Beardsley I Administrative Assistant City of Rohnert Park Development Services 1130 Avram Avenue, Second Floor I Rohnert Park,CA 94928 Phone: (707) 588-2213 I Email: ebeardslev@rpcitv.org I Website:www.rpcitv.org 1