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HomeMy WebLinkAbout091317 OB SARDA AgendaIn compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (951) 694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title 111. MEETING NOTICE/AGENDA OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY REGULAR MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA SEPTEMBER 13, 2017 — 6:30 PM CALL TO ORDER: Roll Call: PUBLIC COMMENTS Next in Order: Resolution: 17-03 John Kelliher, Chairperson Gonzalez, Kelliher, Meyer, Ordway -Peck, Thornhill, Turner, Venable A total of 15 minutes is provided so members of the public may address the Board on items that are not listed on the Agenda. Speakers are limited to three minutes each. If you desire to speak to the Board about an item not on the Agenda, a salmon colored "Request to Speak" form should be filled out and filed with the Board Secretary. When you are called to speak, please come forward and state your name for the record. For all other agenda items a "Request to Speak" form must be filed with the Board Secretary prior to the Board addressing that item. There is a three-minute time limit for individual speakers. NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the Oversight Board request specific items be removed from the Consent Calendar for separate action. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the Regular Meeting Action Minutes of July 5, 2017 1 BOARD BUSINESS 2 Approve the Issuance of Refunding Tax Allocation Bonds of the Former Temecula Redevelopment Agency RECOMMENDATION: 2.1 That the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency adopt the resolution entitled: RESOLUTION NO. OB SARDA 17- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF REFUNDING BONDS OF THE SUCCESSOR AGENCY, MAKING CERTAIN DETERMINATIONS WITH RESPECT TO THE REFUNDING BONDS AND PROVIDING OTHER MATTERS RELATING THERETO 3 Approve the Successor Agency to the Temecula Redevelopment Agency's Execution of a 2007 Bond Proceeds Funding Agreement RECOMMENDATION: 3.1 That the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency adopt the resolution entitled: RESOLUTION NO. OB SARDA 17- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A 2007 BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS 4 Approve the Successor Agency to the Temecula Redevelopment Agency's Execution of a Housing Bond Proceeds Funding Agreement RECOMMENDATION: 4.1 That the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency adopt the resolution entitled: RESOLUTION NO. OB SARDA 17- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A HOUSING BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS 2 ADJOURNMENT Next regular meeting: Wednesday, September 27, 2017, 6:30 PM, Council Chambers, 41000 Main Street, Temecula, California. NOTICE TO THE PUBLIC: The Agenda will be available for viewing, prior to the meeting, at the Main Reception at City Hall — 41000 Main Street, Temecula, 8:00 — 5:00 PM as well as on the City's website — TemeculaCA.gov Any staff report/written material pertaining to this meeting will be available, prior to the meeting, for public review at the Main Reception and at the respective meeting. Any Supplemental Material distributed to a majority of the Committee Members regarding any item on the Agenda, after the posting of the Agenda, will be available for public review at the Main Reception. In addition, such material will be made available for review at the respective meeting. If you have any questions regarding any item of business on the Agenda for this meeting, please contact City Hall — 951-694-6444. 3 r ITEM 1 .1 ACTION MINUTES OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY SPECIAL MEETING COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA JULY 5, 2017 — 6:30 PM CALL TO ORDER: Gary Thornhill, Vice Chairperson Roll Call: ABSENT: PUBLIC COMMENTS No speakers. NOTICE TO THE PUBLIC Gonzalez, Thornhill, Turner, Venable KELLIHER, MEYER, ORDWAY-PECK Next in Order: Resolution: 17-02 All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the Oversight Board request specific items be removed from the Consent Calendar for separate action. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the Regular Meeting Action Minutes of January 25, 2017 APPROVED BY A 4-0-3 VOTE. VOTE REFLECTED UNANIMOUS APPROVAL 1.2 Approve the Regular Meeting Action Minutes of June 28, 2017 APPROVED BY A 4-0-3 VOTE. VOTE REFLECTED UNANIMOUS APPROVAL 1 BOARD BUSINESS 2 Approve the Proposed Administrative Budget for Fiscal Year 2017-18 for the Oversight Board Successor Agency to the Temecula Redevelopment Agency APPROVED BY A 4-0-3 VOTE. VOTE REFLECTED UNANIMOUS APPROVAL RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO. OB SARDA 17-02 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE PROPOSED ADMINISTRATIVE BUDGET FOR FISCAL YEAR 2017-18 PURSUANT TO HEALTH AND SAFETY CODE SECTION 34177 AND TAKING CERTAIN ACTIONS IN CONNECTION THEREWITH ADJOURNMENT Vice -Chairperson Thornhill adjourned the meeting at 6:34 PM to the next regular meeting: Wednesday, July 12, 2017, 6:00 PM, Council Chambers, 41000 Main Street, Temecula, California. ATTEST: Randi Johl, City Clerk/Secretary 2 John Kelliher Chairperson Aaron Adams Executive Director r L ITEM2 OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Oversight Board Members FROM: Jennifer Hennessy, Finance Officer DATE: September 13, 2017 SUBJECT: The Successor Agency to the Temecula Redevelopment Agency is requesting to Issue Bonds to Refund Existing Tax Allocation Bonds of the former Temecula Redevelopment Agency RECOMMENDATION: That the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency adopt the resolution entitled: RESOLUTION NO. OB SARDA 17- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF REFUNDING BONDS OF THE SUCCESSOR AGENCY, MAKING CERTAIN DETERMINATIONS WITH RESPECT TO THE REFUNDING BONDS AND PROVIDING OTHER MATTERS RELATING THERETO BACKGROUND: Under Assembly Bill (AB) 1484, the Redevelopment Elimination "clean up" Bill, existing bonds can be refinanced (refunded) to lower interest rates as long as the term is not extended and there is no new debt added to the financing. By refunding certain eligible bond issues, the debt service payments will be reduced and the taxing entities will receive additional revenues. Prior to the dissolution of the Redevelopment Agency, the Redevelopment Agency issued the following bonds (collectively, the "Prior Bonds") for the purpose of financing and refinancing redevelopment and housing activities: a) In May 2002, the Redevelopment Agency issued $28,055,000 in Project No. 1 2002 Tax Allocation Bonds (the "2002 Bonds) to finance redevelopment activities and refund the Project No. 1 1993 Tax Allocation Bonds, Series A. Currently the Agency has $21,185,000 outstanding 2002 Bonds available for refunding. b) In December 2006, the Redevelopment Agency issued $18,105,000 in Project No. 1 2006 Tax Allocation Bonds, Series A (the "2006A Bonds") and $3,040,000 in Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) (the "2006B Bonds"). The proceeds were used to refinance redevelopment activities. Currently the Agency has $14,965,000 outstanding 2006A Bonds and $2,630,000 outstanding 2006B Bonds available for refunding. c) In October 2007, the Redevelopment Agency issued $15,790,000 in Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) to finance redevelopment activities (the "2007 Bonds"). Currently the Agency has $13,820,000 outstanding 2007 Bonds available for refunding. d) In March 2010, the Redevelopment Agency issued $12,720,000 in Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) to finance housing activities (the "2010 Bonds"). Currently the Agency has $11,850,000 outstanding 2010 Bonds available for refunding. e) In March 2011, the Redevelopment Agency issued $17,035,000 in Project No. 1 Tax Allocation Housing Bonds, 2011 Series A to finance housing activities (the "2011 Bonds"). Currently the Agency has $15,760,000 outstanding 2011 Bonds available for refunding. 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. It is anticipated that the refunding of the Prior Bonds will produce an average annual reduction in bond payments of approximately $570,000. This same reduction in annual bond payments frees up additional property tax revenues for distribution to the affected taxing entities. This will result in an average annual increase of approximately $60,000 in property tax revenues to the City. The first step in moving forward with the refunding bonds was for the Successor Agency to adopt a resolution (attached) at its September 5, 2017 meeting to undertake proceedings for the refunding of the Prior Bonds, approve the required legal documents and authorize all of the 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, six escrow agreements, debt service savings analysis, and bond purchase agreement. 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. The final step will occur after the California Department of Finance approves the Oversight Board resolution. Thereafter, the Successor Agency will then adopt resolutions approving the Preliminary Official Statement (bond offering document) and other related bond documents. SPECIFIC ACTIONS: That the Board adopt the resolution approving the issuance of refunding bonds, approving the required legal documents and authorizing all of the necessary actions relating to the proposed refinancing. -2- FISCAL IMPACT: The fiscal impact of the issuance of refunding bonds will result in the average annual reduction in bond payments of approximately $570,000. 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 approximately $60,000 in property tax revenues to the City. These are estimated savings based on current market conditions, as of August 11, 2017 and are subject to change. SUMMARY The Agency has $80,210,000 in outstanding Prior Bonds. Staff is recommending that the Successor Agency refund the Prior Bonds in order to reduce the average annual bond payments by approximately $570,000 resulting in a corresponding annual increase in property tax revenues to affected taxing entities. This will result in average annual increase of approximately $60,000 in property tax revenues to the City. These are estimated savings based on market conditions as of August 11, 2017 and are subject to change. ATTACHMENTS: Resolution No. OB SARDA 17-_ Resolution No. SARDA 17-05 (Certified Copy) Debt Service Savings Analysis Indenture of Trust Escrow Agreements (6) Bond Purchase Agreement -3- RESOLUTION NO. OB SARDA 17- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF REFUNDING BONDS OF THE SUCCESSOR AGENCY, MAKING CERTAIN DETERMINATIONS WITH RESPECT TO THE REFUNDING BONDS AND PROVIDING OTHER MATTERS RELATING THERETO THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Oversight Board (this "Oversight Board") of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") hereby finds, determines and declares that: (a) The Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"). (b) Pursuant to section 34172(a) of the California Health and Safety Code (unless otherwise noted, all section references hereinafter being to such Code), the Former Agency has been dissolved and no longer exists, and pursuant to Section 34173, the Successor Agency has become the successor agency to the Former Agency. (c) Pursuant to section 34179, this Oversight Board has been established for the Successor Agency. (d) The Oversight Board is informed by the Successor Agency that prior to the dissolution of the Former Agency, the Former Agency issued the following bonds (collectively, the "Prior Bonds") for the purpose of financing and refinancing redevelopment and housing activities of the Former Agency which bonds remain outstanding: (i) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds (the "2002 Bonds"), (ii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A (the "2006A Bonds"), Page 1 of 5 (iii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) (the "2006B Bonds"), (iv) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) (the "2007 Bonds"), (v) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds 2010 Series B (Taxable Build America Bonds) (the "2010 Bonds"), and (vi) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011 Bonds"). (e) Section 34177.5 authorizes the Successor Agency to issue refunding bonds pursuant to Article 11 (commencing with section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Refunding Law") for the purpose of achieving debt service savings within the parameters set forth in section 34177.5(a)(1) (the "Savings Parameters"). (f) To determine compliance with the Savings Parameters for purposes of the issuance by the Successor Agency of its tax allocation refunding bonds, the Successor Agency has caused its municipal advisor, Fieldman, Rolapp & Associates (the "Municipal Advisor"), to prepare an analysis of the potential savings that will accrue to the Successor Agency and to applicable taxing entities as a result of the use of the proceeds of tax allocation refunding bonds to refund all or a portion of the Prior Bonds (the "Debt Service Savings Analysis"). (g) The Successor Agency by its resolution adopted on September 5, 2017 (the "Successor Agency Resolution") approved the issuance of its Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A (the "Series 2017A Bonds") to refund the 2002 Bonds, the 2006A Bonds, the 2006B Bonds and the 2007 Bonds, and its Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B (the "Series 2017B Bonds," and together with the Series 2017A Bonds, the "Bonds") to refund the 2010 Bonds and the 2011 Bonds, all pursuant to section 34177.5(a)(1). (h) In the Successor Agency Resolution, the Successor Agency also authorized the execution and delivery of (i) an indenture of trust, by and between the Successor Agency and U.S. Bank National Association, as trustee (the "Indenture") (ii) six escrow agreements, each between the Successor Agency and U.S. Bank National Association, as escrow bank, and (iii) the Purchase Agreement (as defined in Section 1(j) below). -2- (i) In the Successor Agency Resolution, the Successor Agency also requested that this Oversight Board direct the Successor Agency to undertake the refunding proceedings and approve the issuance of the Bonds pursuant to the Successor Agency Resolution and the Indenture, and that this Oversight Board make certain determinations described below on which the Successor Agency will rely in undertaking the refunding proceedings and the issuance of the Bonds. (j) The Successor Agency has determined to sell the Bonds to Stifel, Nicolaus & Company, Incorporated (the "Underwriter") pursuant to the terms of a bond purchase agreement (the "Purchase Agreement") to be entered into by the Successor Agency and the Underwriter. (k) Following approval by the Oversight Board of the issuance of the Bonds by the Successor Agency and upon submission of the Successor Agency Resolution and this Resolution to the California Department of Finance, the Successor Agency will, with the assistance of its disclosure counsel, the Municipal Advisor and its fiscal consultant, cause to be prepared a form of official statement for the Bonds describing the Bonds and containing material information relating to the Successor Agency and the Bonds, the preliminary form of which will be submitted to the Successor Agency for approval for distribution by the Underwriter to persons and institutions interested in purchasing the Bonds. (I) This Oversight Board has completed its review of the refunding proceedings and the Debt Service Savings Analysis and wishes at this time to give its approval to the foregoing. Section 2. This Oversight Board has determined that there are significant potential savings available to the Successor Agency and to applicable taxing entities in compliance with the Savings Parameters by the issuance by the Successor Agency of the Bonds to provide funds to refund and defease the Prior Bonds, as evidenced by the Debt Service Savings Analysis on file with the Secretary of the Oversight Board, which Debt Service Savings Analysis is hereby approved. Section 3. As authorized by section 34177.5(f), the Oversight Board hereby directs the Successor Agency to undertake the refunding proceedings and as authorized by section 34177.5(f) and section 34180. This Oversight Board hereby directs and approves the issuance by the Successor Agency of the Bonds pursuant to section 34177.5(a)(1) and under other applicable provisions of the Law and the Refunding Law and as provided in the Successor Agency Resolution and the Indenture in the aggregate principal amount of not to exceed $86,000,000, provided that the principal and interest payable with respect to the Bonds complies in all respects with the requirements of the Savings Parameters, as shall be certified to by the Municipal Advisor upon the issuance of the Bonds or any portion thereof. Section 4. The Oversight Board hereby approves the sale and delivery of the Bonds in whole in order to refund all of the Prior Bonds, provided that there is -3- compliance with the Savings Parameters. However, if such Savings Parameters cannot be met with respect to the whole of the Bonds or the Successor Agency otherwise determines not to issue all of the Bonds at this time, then the Oversight Board approves the sale and delivery of the Bonds from time to time in part. In the event the Bonds are initially sold in part, the Successor Agency is hereby authorized to sell and deliver additional series of the Bonds to refund the Prior Bonds not refunded with proceeds of the Bonds without the prior approval of this Oversight Board provided that in each such instance the Bonds so sold and delivered are in compliance with the Savings Parameters. Section 5. As requested by the Successor Agency, the Oversight Board makes the following determinations which the Successor Agency has considered in undertaking the refunding proceedings and the issuance of the Bonds: (a) The Successor Agency is authorized, as provided in section 34177.5(f), to recover its costs related to the issuance of the Bonds from the proceeds of the Bonds, including the cost of reimbursing its administrative staff for time spent with respect to the authorization, issuance, sale and delivery of the Bonds; and (b) The application of the proceeds of the Bonds by the Successor Agency to the refunding and defeasance of the Prior Bonds, as well as the payment by the Successor Agency of costs of issuance of the Bonds, including municipal bond insurance and reserve fund surety bond or insurance premiums, as provided in section 34177.5(a), shall be implemented by the Successor Agency promptly upon sale and delivery of the Bonds, notwithstanding section 34177.3 or any other provision of law to the contrary, without the approval of the Oversight Board, the California Department of Finance, the Riverside County Auditor -Controller or any other person or entity other than the Successor Agency. Section 6. This Resolution constitutes approval by the Oversight Board of the Successor Agency Resolution approving the issuance of the Bonds for purposes of Section 34177.5(e). Section 7. Pursuant to section 34177(f) and section 34179(h), this Resolution shall be effective five (5) business days after proper notification hereof is given to the California Department of Finance unless the California Department of Finance requests a review of the actions taken in this Resolution, in which case this Resolution will be effective upon approval by the California Department of Finance. -4- Section 8. The Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED AND ADOPTED, by the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency at a meeting held on the 13th day of September, 2017. ATTEST: Randi Johl Oversight Board Secretary -5- John Kelliher, Chairperson RESOLUTION NO. SARDA 17-05 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE ISSUANCE OF REFUNDING BONDS IN ORDER TO REFUND CERTAIN OUTSTANDING BONDS OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, APPROVING THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS RELATING THERETO, REQUESTING OVERSIGHT BOARD APPROVAL OF THE ISSUANCE OF THE REFUNDING BONDS, REQUESTING CERTAIN DETERMINATIONS BY THE OVERSIGHT BOARD, AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Board of Directors (this "Board") of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") hereby finds, determines and declares that: (a) Pursuant to section 34172(a) of the California Health and Safety Code (unless otherwise noted, all section references in this Resolution being to such Code), the Redevelopment Agency of the City of Temecula (the "Former Agency") has been dissolved and no longer exists, and pursuant to section 34173, the Successor Agency has become the successor agency to the Former Agency. (b) Prior to the dissolution of the Former Agency, the Former Agency issued the following bonds (collectively, the "Prior Bonds") for the purpose of financing and refinancing redevelopment and housing activities of the Former Agency, which Prior Bonds remain outstanding: (1) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds (the "2002 Bonds"), (ii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A (the "2006A Bonds"), (iii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) (the "2006B Bonds"), SARDA Resos 17-05 1 hereby certify, under the penalty of perjury, that the above and foregoing Is a true and correct copy of an original on deposit within the rec ds o the City of Temecula, this 7 day of 2O L. RANDI JO •0LSQN, JD, M CITY CLERK By: (iv) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) (the "2007 Bonds"), (v) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds 2010 Series B (Taxable Build America Bonds) (the "2010 Bonds"), and (vi) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011 Bonds"). (c) Section 34177.5 authorizes the Successor Agency to issue refunding bonds pursuant to Article 11 (commencing with section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Refunding Law") for the purpose of achieving debt service savings within the parameters set forth in section 34177.5(a)(1) (the "Savings Parameters"). (d) City of Temecula Staff have been presented with a refunding analysis for a possible issuance of tax allocation refunding bonds by the Successor Agency indicating that a refunding of the Prior Bonds will satisfy the Savings Parameters. (e) The Successor Agency desires at this time to authorize the issuance of its Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A (the "Series 2017A Bonds") to refund the 2002 Bonds, the 2006A Bonds, the 2006B Bonds and the 2007 Bonds, and its Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B (the "Series 2017B Bonds," and together with the Series 2017A Bonds, the "Bonds") to refund the 2010 Bonds and the 2011 Bonds, all pursuant to an indenture of trust, by and between the Successor Agency and U.S. Bank National Association, as trustee (the "Indenture"). (f) Pursuant to section 34179, an oversight board (the "Oversight Board") has been established for the Successor Agency, and the Successor Agency now desires to request that the Oversight Board direct the Successor Agency to undertake the refunding proceedings and to approve the issuance of the Bonds pursuant to this Resolution and the Indenture, and the Successor Agency also desires to request that the Oversight Board make certain determinations described below on which the Successor Agency will rely in undertaking the refunding proceedings and the issuance of the Bonds. (g) The Successor Agency has determined to sell the Bonds to Stifel, Nicolaus & Company, Incorporated (the "Underwriter") pursuant to the terms of a bond purchase agreement (the "Purchase Agreement") to be entered into by the Successor Agency and the Underwriter. Section 2. The Successor Agency has determined that there are significant potential savings available to the Successor Agency and to applicable taxing entities in SARDA Resos 17-05 2 t hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an original on deposit. within the records o{ the City of Temecula, this 1i day of ra et.lc�r; .20_12 RANQI-4JHI-OLSON, JD, MM , CITY CLERK compliance with the Savings Parameters by the issuance by the Successor Agency of the Bonds to provide funds to refund and defease the Prior Bonds. Section 3. The Successor Agency hereby authorizes and approves the issuance of the Bonds under the applicable provisions of the California Health and Safety Code and the Refunding Law in the aggregate principal amount of not to exceed $86,000,000 in order to refund the Prior Bonds, provided that the Bonds are in compliance with the Savings Parameters at the time of issuance of the Bonds. Section 4. The Successor Agency hereby approves the Indenture prescribing the terms and provisions of the Bonds and the application of the proceeds of the Bonds, in the form on file with the Secretary of the Successor Agency. Each of the Chair, Executive Director and the Finance Officer of the Successor Agency (each, an "Authorized Officer"), acting alone, is hereby authorized to execute and deliver the Indenture, for and in the name and on behalf of the Successor Agency, in such form, together with such changes therein, deletions therefrom and additions thereto as the Authorized Officer executing the same shall approve following consultation with the Successor Agency's General Counsel and bond counsel, such approval to be conclusively evidenced by the execution and delivery by an Authorized Officer of the Indenture. The Successor Agency hereby authorizes the delivery and performance of the Indenture. Section 5. The six escrow agreements, one relating to each series of the Prior Bonds, each by and between the Successor Agency and U.S. Bank National Association, as escrow bank (collectively, the "Escrow Agreements"), in the respective forms on file with the Secretary of the Successor Agency, are hereby approved. The Authorized Officers are, each acting alone, hereby authorized, for and in the name and on behalf of the Successor Agency, to execute and deliver the Escrow Agreements in such forms together with such changes therein, deletions therefrom and additions thereto as the Authorized Officer executing the same shall approve following consultation with the Successor Agency's General Counsel and bond counsel, such approval to be conclusively evidenced by the execution and delivery by an Authorized Officer of the Escrow Agreements. The Successor Agency hereby authorizes the delivery and performance of the Escrow Agreements. Section 6. It is the intent of the Successor Agency to sell and deliver the Bonds in whole, provided that there is compliance with the Savings Parameters. However, the Successor Agency hereby authorizes the sale and delivery of the Bonds in whole or, if such Savings Parameters cannot be met with respect to the whole or the Successor Agency otherwise determines not to issue all of the Bonds at this time, then in part; provided that the Bonds so sold and delivered in part are in compliance with the Savings Parameters. The sale and delivery of the Bonds in part will in each instance provide sufficient net funds only for the refunding of that portion of the Prior Bonds that meet the Savings Parameters. In the event the Bonds are initially sold in part, the Successor Agency intends to sell and deliver additional series of the Bonds to refund the Prior Bonds not refunded with proceeds of the Bonds without the prior approval of the Oversight Board I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an SARDA Resos 17-05 3 original on deposit yithin the records o the City of Temecula, this '7'-"% day of 6 203._. RAND,.k HL•OLSON, JD, M CITY CLERIC provided that in each such instance the Bonds so sold and delivered in part are in compliance with the Savings Parameters. Section 7. The Successor Agency hereby authorizes the sale of the Bonds to the Underwriter. The Successor Agency hereby approves the Purchase Agreement, by and between the Underwriter and the Successor Agency, in the form on file with the Secretary, pursuant to which the Bonds are to be sold to the Underwriter. The Authorized Officers, each acting alone, are hereby authorized to execute and deliver the Purchase Agreement in said form, together with such additions thereto and changes therein as an Authorized Officer executing the Purchase Agreement, upon consultation with the Successor Agency's General Counsel and bond counsel, shall deem necessary, desirable or appropriate, so long as the principal amount of the Bonds does not exceed $86,000,000, the requirements of section 34177.5(a)(1) are satisfied with respect to the Bonds and the Underwriter's discount, excluding original issue discount which does not constitute compensation to the Underwriter, does not exceed 0.60% of the initial aggregate principal amount of the Bonds, and the execution by an Authorized Officer of the Purchase Agreement shall be conclusive evidence of the approval of any such additions and changes. The Successor Agency hereby authorizes the delivery and performance by the Successor Agency of the Purchase Agreement. Section 8. The Authorized Officers, each acting alone, are hereby authorized to take all actions necessary to obtain a municipal bond insurance policy for one or more maturities of one or both series of the Bonds and reserve account surety bond or insurance policy for one or both series of the Bonds from a municipal bond insurance company if it is determined, upon consultation with Fieldman, Rolapp & Associates, the Successor Agency's municipal advisor (the "Municipal Advisor") and the Underwriter, that such municipal bond insurance policy and/or surety bond or insurance policy will reduce the interest cost with respect to the Bonds to which they pertain. Section 9. Following approval by the Oversight Board of the issuance of the Bonds by the Successor Agency and upon submission of this Resolution and the Oversight Board Resolution to the California Department of Finance, the Successor Agency will, with the assistance of Quint & Thimmig LLP, its disclosure counsel for the Bonds (the "Disclosure Counsel"), HdL Companies, the fiscal consultant to the Successor Agency (the "Fiscal Consultant") and the Municipal Advisor, cause to be prepared a form of official statement for the Bonds describing the Bonds and containing material information relating to the Successor Agency and the Bonds, the preliminary form of which will be submitted to the Successor Agency for approval for distribution by the Underwriter to persons and institutions interested in purchasing the Bonds. Section 10. The Successor Agency hereby requests the Oversight Board, as authorized by section 34177.5(f), to direct the Successor Agency to undertake proceedings to refund the Prior Bonds, and as authorized by section 34177.5(f) and section 34180, to approve the issuance of the Bonds pursuant to section 34177.5(a)(1), this Resolution and the Indenture. I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an SARDA Resos 17-05 4 original on deposit, within the rds o the City of Temecula, this,7+ day tif5 f ,4- 204_. RANDI JOHL•OLSON, JD, M CITY CLERK $y; Section 11. The Successor Agency requests that the Oversight Board make the following determinations which the Successor Agency has considered in undertaking the refunding proceedings and the issuance of the Bonds: (a) The Successor Agency is authorized, as provided in section 34177.5(f), to recover its costs related to the issuance of the Bonds from the proceeds of the Bonds, including the cost of reimbursing its administrative staff for time spent with respect to the authorization, issuance, sale and delivery of the Bonds; and (b) The application of the proceeds of the Bonds by the Successor Agency to the refunding and defeasance of the Prior Bonds, as well as the payment by the Successor Agency of costs of issuance of the Bonds, as provided in section 34177.5(a), including municipal bond insurance and reserve fund surety bond or insurance premiums, shall be implemented by the Successor Agency promptly upon sale and delivery of the Bonds, notwithstanding section 34177.3 or any other provision of law to the contrary, without the approval of the Oversight Board, the California Department of Finance, the Riverside County Auditor -Controller or any other person or entity other than the Successor Agency. Section 12. The Secretary of the Successor Agency is hereby authorized and directed to file a certified copy of this Resolution with the Oversight Board, and, as provided in section 34180(j), with the Riverside County Administrative Officer, the Riverside County Auditor -Controller and the California Department of Finance. Section 13. The firm of Fieldman, Rolapp & Associates is hereby designated as Municipal Advisor to the Successor Agency for the Bonds, the firm of Quint & Thimmig LLP is hereby designated as Bond Counsel and as Disclosure Counsel to the Successor Agency for the Bonds and the firm of HdL Companies is hereby designated as Fiscal Consultant to the Successor Agency for the Bonds. The Executive Director is hereby authorized and directed to execute and deliver agreements with such firms for their services related to the Bonds, each such agreement to be in the respective form on file with the Successor Agency Secretary, or otherwise in a form acceptable to the Executive Director and General Counsel to the Successor Agency. Section 14. The Authorized Officers and any and all other officers of the Successor Agency are hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to do any and all things and take any and all actions, which they, or any of them, may deem necessary or advisable in obtaining the requested approvals by the Oversight Board and the California Department of Finance and in the issuance, sale and delivery of the Bonds. Whenever in this Resolution any officer of the Successor Agency is directed to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. Section 15. The Board Secretary shall certify to the adoption of this Resolution. I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an SARDA Resos 17-05 5 original on deposit within the rds o the City of Temecula, this 7131 day of5 20_1/. RAND! JO -OLSON, JD, MM , CITY CLERK By: PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency this 5th day of September, 2017. ATTEST: di ahl Secretary ecr [SEAL] etary Maryann Edwards, Chair 1 hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an SARDA Resos 17-05 6 original on deposit within the records o the City of Temecula, this 7 day of N 201'�' RAND! J L•OLSON, JD, M , GtY CLERIC H By: STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA I, Randi Johl, Secretary of the Successor Agency to the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. SARDA 17-05 was duly and regularly adopted by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency at a meeting thereof held on the 5th day of September, 2017, by the following vote: AYES: 5 BOARD MEMBERS: Comerchero, Naggar, Rahn, Stewart, Edwards NOES: 0 BOARD MEMBERS: None ABSTAIN: 0 BOARD MEMBERS: None ABSENT: 0 BOARD MEMBERS' None Randi Johl, Secretary I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an SARDA Resos 17-05 7 original on deposit within the rec rds o the City of Temecula, this " uay of th+ ` 20j. RANDI ,f0}tL•QLSON, JD, MM , CITY CLERK Debt Service Savings Analysis Successor Agency to the Temecula Redevelopment Agency 2017 Tax Allocation Refunding Bonds Tax -Exempt Current Refunding of 2002, 2006A, 2006B, 2007 TABs; Taxable Advanced Refunding of 2010 & 2011 TABs All Maturities 2017 TABs 'BBB+' Underlying, Surety (1)(2) Refunding Bond Amount Par Refunded Final Maturity Average Coupon of Refunded Bonds Average Coupon of Refunding Bonds True Interest Cost (effective rate) Net Present Value Savings ($) Present Value Savings (%) Nominal Savings ($) Average Annual Savings ($) Taxing Entities Share of Average Annual Savings: Riverside County General Fund (3) County Free Library (3) Structural Fire (3) City of Temecula (Includes City of Temecula Inc. Dispute) Temecula USD Mt. San Antonio Junior College Elsinore Area Elementary School Fund Riverside County Office of Education County Flood Control Administration (3) County Flood Control Zone 7 (3) Temecula Public Cemetery (3) Temecula Zone B Eastern Municipal Water District (3) Eastern Municipal Water District 14th Fringe (3) Rancho California Water - Debt Service (3) $76,645,000 $80,210,000 12/15/2039 5.90% 4.83% 4.06% $6,110,813 7.62% $12,586,856 $572,130 $0.00 $0.00 $0.00 $60,639.48 $352,735.37 $40,655.90 $74,303.73 $43,141.96 $0.00 $0.00 $0.00 $653.37 $0.00 $0.00 $0.00 Total $572,129.81 (1) Assumes Closing Date of 11/15/2017, Market Conditions as of 8/11/2017 (2) Refunding assumes Surety at 2.5% and Bond Insurance at 90 bps (3) Taxing entities that receive 100% of their share of tax increment revenue through their pass through agreements receive no share of residual revenue. The residual revenue that is allocated is divided among the taxing entities that have not received their full shares of tax increment revenue Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 INDENTURE OF TRUST by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Trustee dated as of 1, 2017 Relating to: Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A and Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B 19139.01:114756 TABLE OF CONTENTS ARTICLE I DETERMINATIONS; DEFINITIONS Section 1.01. Findings and Determinations 4 Section 1.02. Definitions 4 Section 1.03. Rules of Construction 14 ARTICLE II AUTHORIZATION AND TERMS Section 2.01. Authorization of Bonds 15 Section 2.02. Terms of Bonds 15 Section 2.03. Redemption of Bonds. 16 Section 2.04. Forms of Bonds 19 Section 2.05. Execution of Bonds 19 Section 2.06. Transfer of Bonds 19 Section 2.07. Exchange of Bonds 20 Section 2.08. Registration of Bonds 20 Section 2.09. Temporary Bonds 20 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen 20 Section 2.11. CUSIP Numbers 21 Section 2.12. Book -Entry Only System 21 Section 2.13. Successor Securities Depository; Transfer Outside Book -Entry Only System 22 ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS OF BONDS; PARITY DEBT Section 3.01. Issuance of Bonds 23 Section 3.02. Application of Proceeds of Sale 23 Section 3.03. Costs of Issuance Fund 24 Section 3.04. Program Fund 24 Section 3.05. Issuance of Parity Debt 25 Section 3.06. Validity of Bonds 25 ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS Section 4.01. Security of Bonds; Equal Security 26 Section 4.02. Redevelopment Obligation Retirement Fund; Deposit of Tax Revenues 26 Section 4.03. Deposit of Amounts by Trustee 26 ARTICLE V COVENANTS OF THE SUCCESSOR AGENCY Section 5.01. Covenants of the Successor Agency 30 ARTICLE VI THE TRUSTEE Section 6.01. Duties, Immunities and Liabilities of Trustee 35 Section 6.02. Merger or Consolidation 36 Section 6.03. Liability of Trustee 36 Section 6.04. Right to Rely on Documents and Opinions 38 Section 6.05. Preservation and Inspection of Documents 39 Section 6.06. Compensation and Indemnification 39 Section 6.07. Deposit and Investment of Moneys in Funds 39 Section 6.08. Accounting Records and Financial Statements 41 Section 6.09. Appointment of Co -Trustee or Agent 41 Section 6.10. Other Transactions with Successor Agency 42 ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 7.01. Amendment 43 Section 7.02. Effect of Supplemental Indenture 43 Section 7.03. Endorsement or Replacement of Bonds After Amendment 44 Section 7.04. Amendment by Mutual Consent 44 -i- ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 8.01. Events of Default 45 Section 8.02. Remedies of Bondowners 45 Section 8.03. Application of Funds 46 Section 8.04. Limitation on Owner's Right to Sue 46 Section 8.05. Non -Waiver 47 Section 8.06. Actions by Trustee as Attorney -in -Fact 47 Section 8.07. Remedies Not Exclusive 47 Section 8.08. Parties Interested Herein 47 ARTICLE IX PROVISIONS RELATING TO THE MUNICIPAL BOND INSURER AND THE MUNICIPAL BOND INSURANCE POLICY Section 9.01. Provisions Relating to the Municipal Bond Insurer and the Municipal Bond Insurance 48 ARTICLE X MISCELLANEOUS Section 10.01. Benefits Limited to Parties 49 Section 10.02. Successor is Deemed Included in All References to Predecessor 49 Section 10.03. Discharge of Indenture 49 Section 10.04. Execution of Documents and Proof of Ownership by Owners 50 Section 10.05. Disqualified Bonds 50 Section 10.06. Waiver of Personal Liability 50 Section 10.07. Destruction of Canceled Bonds 50 Section 10.08. Notices 51 Section 10.09. Partial Invalidity 51 Section 10.10. Unclaimed Moneys 51 Section 10.11. Execution in Counterparts 52 Section 10.12. Governing Law 52 EXHIBIT A: FORM OF 2017A BOND EXHIBIT B: FORM OF 2017B BOND INDENTURE OF TRUST THIS INDENTURE OF TRUST (this "Indenture") is dated as of 1, 2017, is by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, a public body duly organized and existing under the laws of the State of California (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the "Trustee"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to borrow funds for any of its corporate purposes; WHEREAS, in order to finance redevelopment and housing activities of the Former Agency, the Former Agency has issued the following bonds (collectively, the "Prior Bonds"): Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds (the "2002 Bonds"), Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A (the "2006A Bonds"), Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) (the "2006B Bonds"), Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) (the "2007 Bonds"), Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds 2010 Series B (Taxable Build America Bonds) (the "2010B Bonds"), and (vi) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011A Bonds"). 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 Former Agency being dissolved as of February 1, 2012; WHEREAS, the powers, assets and obligations of the Former Agency were transferred on February 1, 2012, to the Successor Agency; WHEREAS, on or about June 27, 2012, the California Legislature adopted AB 1484 as a trailer bill in connection with the 2012-13 California Budget; WHEREAS, AB 1484 added various provisions to the Law, including section 34177.5(a)(1) thereof which specifically authorizes the issuance of refunding bonds by the Successor Agency in certain circumstances to refund bonds and indebtedness of the Former Agency; WHEREAS, on or about September 17, 2015, the California Legislature adopted SB 107 as a trailer bill in connection with the 2015-16 California Budget; WHEREAS, SB 107 revised various provisions of the Law, including removing certain time limits affecting the number of tax dollars and other statutory limitations on redevelopment plans; WHEREAS, section 34179 of the Law established an oversight board (the "Oversight Board") for the Successor Agency; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to refund the Prior Bonds; WHEREAS, the Successor Agency has determined to issue its Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A in the aggregate principal amount of $ (the "2017A Bonds") in order to provide moneys to refund the 2002 Bonds, the 2006A Bonds, the 2006B Bonds and the 2007 Bonds, and to issue its Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B in the aggregate principal amount of $ (the "2017B Bonds," and together with the 2017A Bonds, the "Bonds") in order to provide moneys to refund the 2010B Bonds and the 2011A Bonds, all under the provisions of section 34177.5(g) of the Law and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code; WHEREAS, the Successor Agency has determined that the total net interest cost to maturity of the Bonds plus the principal amount of the Bonds will not exceed the total net interest cost to maturity of the Prior Bonds to be refunded plus the principal amount of the Prior Bonds to be refunded; WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and interest and redemption premium (if any) thereon, the Successor Agency and the Trustee have duly authorized the execution and delivery of this Indenture; and WHEREAS, the Successor Agency has determined that all acts and proceedings required by law necessary to make the Bonds when executed by the Successor Agency and authenticated and delivered by the Trustee, the valid, binding and legal special obligations of the Successor Agency, and to constitute this Indenture a legal, valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done or taken. -2- AGREEMENT: NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and redemption premium (if any) on all the Bonds issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the Successor Agency and the Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the Bonds, as follows: -3- ARTICLE I DETERMINATIONS; DEFINITIONS Section 1.01. Findings and Determinations. The Successor Agency has reviewed all proceedings heretofore taken and has found, as a result of such review, and hereby finds and determines that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Successor Agency is now duly empowered, pursuant to each and every requirement of law, to issue the Bonds in the manner and form provided in this Indenture. Section 1.02. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.02 shall, for all purposes of this Indenture, of any Supplemental Indenture, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. "Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State, as in existence on the Closing Date or as thereafter amended from time to time. "Annual Debt Service" means, for each Bond Year, the sum of (a) the interest payable on the Outstanding Bonds and any Parity Debt in such Bond Year, assuming that the Outstanding Bonds and Parity Debt are retired as scheduled, and (b) the principal or sinking fund amount of the Outstanding Bonds and Parity Debt payable by their terms in such Bond Year. "Bond Law" means the Marks -Roos Local Bond Pooling Act of 1985, constituting Article 4 of the Act (commencing with Section 6584), as in existence on the Closing Date or as thereafter amended from time to time. "Bond Proceeds Account" means the temporary account on the Trustee's records to facilitate the deposits and transfers of the proceeds of the Bonds. "Bond Year" means any twelve-month period beginning on December 16 in any year and ending on the next succeeding December 15, both dates inclusive, except that the first Bond Year shall begin on the Closing Date, and end on December 15, 2017. "Bonds" means, collectively, the 2017A Bonds and the 2017B Bonds. "Business Day" means a day of the year, other than a Saturday or Sunday, on which banks in Los Angeles and San Francisco, California, are not required or permitted to be closed and on which the New York Stock Exchange is not closed. "Certificate of the Successor Agency" means a certificate in writing signed by the Chair, the Vice Chair, the Executive Director or the Finance Officer of the Successor Agency. "City" means the City of Temecula, California. "Closing Date" means , 2017, the date on which the Bonds are delivered by the Successor Agency to the Original Purchaser. -4- "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the 2017A Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the 2017A Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code. "Continuing Disclosure Certificate" means the Continuing Disclosure Certificate executed by the Successor Agency dated as of the Closing Date, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the Successor Agency relating to the authorization, issuance, sale and delivery of the Bonds and the refunding of the Prior Bonds, including but not limited to printing expenses, operating expenses, rating agency fees, filing and recording fees, initial fees and charges and first annual administrative fee of the Trustee and fees and expenses of its counsel, Escrow Bank fees and those of its counsel, fees, charges and disbursements of attorneys, municipal advisors, fiscal consultants, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the Bonds, [premiums for the Municipal Bond Insurance Policy and the Reserve Policy] and any other cost, charge or fee in connection with the issuance of the Bonds and the refinancing of the Prior Bonds. "Costs of Issuance Fund" means the fund by that name established and held by the Trustee pursuant to Section 3.03. "County" means Riverside County, California. "Debt Service Fund" means the fund by that name established and held by the Trustee pursuant to Section 4.03. "Defeasance Obligations" means (a) cash, (b) direct non -callable obligations of the United States of America, (c) securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, to which direct obligation or guarantee the full faith and credit of the United States of America has been pledged, (d) Refcorp interest strips, (e) CATS, TIGRS, STRPS, (f) defeased municipal bonds rated AAA by S&P or Aaa by Moody's, and (g) or any combination of the foregoing. "Dissolution Act" means Parts 1.8 (commencing with section 34161) and 1.85 (commencing with section 34170) of Division 24 of the California Health and Safety Code, as amended. "DOF" means the Department of Finance of the State of California. "DTC" means The Depository Trust Company, New York, New York. "Escrow Agreements" means, collectively, the 2002 Escrow Agreement, the 2006A Escrow Agreement, the 2006B Escrow Agreement, the 2007 Escrow Agreement, the 2010B Escrow Agreement and the 2011A Escrow Agreement. "Escrow Bank" means U.S. Bank National Association, as escrow agent under the Escrow Agreements, or any successor thereto appointed as escrow agent thereunder. "Event of Default" means any of the events described in Section 8.01. -5- "Federal Securities" means (a) cash, and (b) obligations of, or obligations guaranteed as to principal and interest by, the United States or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States including: (i) United States treasury obligations, (ii) all direct or fully guaranteed obligations, (iii) Farmers Home Administration, (iv) General Services Administration, (v) Guaranteed Title XI financing, (vi) Government National Mortgage Association (GNMA), and (vi) State and Local Government Series. "Fiscal Year" means any twelve-month period beginning on July 1 in any year and extending to the next succeeding June 30, both dates inclusive, or any other twelve month period selected and designated by the Successor Agency to the Trustee in writing as its official fiscal year period. "Former Agency" means the former Redevelopment Agency of the City of Temecula. "Housing Projects Account" means the account by that name within the Program Fund established and held by the Trustee pursuant to Section 3.04. "Indenture" means this Indenture of Trust by and between the Successor Agency and the Trustee, as originally entered into or as it may be amended or supplemented by any Supplemental Indenture entered into pursuant to the provisions hereof. "Independent Accountant" means any accountant or firm of such accountants duly licensed or registered or entitled to practice and practicing as such under the laws of the State, appointed by the Successor Agency, and who, or each of whom: (a) is in fact independent and not under domination of the Successor Agency; (b) does not have any substantial interest, direct or indirect, with the Successor Agency; and (c) is not connected with the Successor Agency as an officer or employee of the Successor Agency, but who may be regularly retained to make reports to the Successor Agency. "Independent Financial Consultant" means any financial consultant or firm of such consultants appointed by the Successor Agency, and who, or each of whom: (a) is in fact independent and not under domination of the Successor Agency; (b) does not have any substantial interest, direct or indirect, with the Successor Agency, other than as original purchaser of the Bonds or any Parity Debt; and (c) is not connected with the Successor Agency as an officer or employee of the Successor Agency, but who may be regularly retained to make reports to the Successor Agency. "Independent Redevelopment Consultant" means any consultant or firm of such consultants appointed by the Successor Agency, and who, or each of whom: (a) is judged by the Successor Agency to have experience in matters relating to the collection of tax increment revenues or otherwise with respect to the financing of Redevelopment Project; (b) is in fact independent and not under domination of the Successor Agency; (c) does not have any substantial interest, direct or indirect, with the Successor Agency; and (d) is not connected with the Successor Agency as an officer or employee of the Successor Agency, but who may be regularly retained to make reports to the Successor Agency. "Information Services" means the Electronic Municipal Market Access System (referred to as "EMMA"), a facility of the Municipal Securities Rulemaking Board (at http: / / emma.msrb.org) or, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other national information services -6- providing information with respect to called bonds as the Successor Agency may designate in a Written Certificate of the Successor Agency delivered to the Trustee. "Interest Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(a). "Interest Payment Date" means June 15 and December 15 in each year, commencing June 15, 2018, so long as any of the Bonds remain Outstanding hereunder. "Last and Final ROPS" means a Last and Final Recognized Obligation Payment Schedule authorized by Section 34191.6 of the Dissolution Act. ["Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such changes are announced by JPMorgan Chase Bank) plus 3%, and (ii) then applicable highest rate of interest on the Bonds, and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such bank, banking association or trust company bank as the Municipal Bond Insurer in its sole and absolute discretion shall specify.] "Law" means the Community Redevelopment Law of the State, constituting Part 1 of Division 24 of the California Health and Safety Code, and the acts amendatory thereof and supplemental thereto. "Maximum Annual Debt Service" means, as of the date of calculation, the largest Annual Debt Service for the current or any future Bond Year following the anticipated issuance of Bonds and Parity Debt. "Moody's" means Moody's Investors Service, its successors and assigns. ["Municipal Bond Insurance Policy" means the Municipal Bond Insurance Policy issued by the Municipal Bond Insurer that guarantees the scheduled payment of principal of and interest on the Bonds when due.] ["Municipal Bond Insurer" means or any successor thereto.] "Original Purchaser" means Stifel, Nicolaus & Company Incorporated, the original purchaser of the Bonds upon their delivery by the Trustee on the Closing Date. "Outstanding" when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 10.05) all Bonds except: (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds paid or deemed to have been paid within the meaning of Section 10.03; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Successor Agency pursuant hereto. -7- "Oversight Board" means the oversight board to the Successor Agency duly constituted from time to time pursuant to section 34179 of the Dissolution Act. "Owner" or "Bondowner" or "Bond Owner," when used with respect to the Bonds, means the person in whose name the ownership of the Bonds shall be registered on the Registration Books. "Parity Debt" means any loans, advances or indebtedness issued or incurred by the Successor Agency on a parity with the Bonds pursuant to Section 3.05. "Participating Underwriter" has the meaning ascribed thereto in the Continuing Disclosure Certificate. "Pass -Through Agreements" means, collectively, the following agreements: (a) Amended and Restated Agreement Between the County of Riverside, the Redevelopment Agency of the County of Riverside, the City of Temecula and the Redevelopment Agency of the City of Temecula for Reimbursement and Distribution of Tax Increment Funds from the Temecula Redevelopment Project, dated January 22, 2002; (b) Cooperation Agreement Between The Mt. San Jacinto Community College District, The County of Riverside and The Redevelopment Agency for the County of Riverside, dated August 23, 1988; (c) Cooperation Agreement Between the Temecula Public Cemetery District, The County of Riverside and The Redevelopment Agency for the County of Riverside, dated August 1, 1988; (d) Cooperation Agreement Between Temecula Valley Unified School District, the County of Riverside and the Redevelopment Agency for the County of Riverside, dated April 17, 1991; (e) Cooperation Agreement Between the County Service Area No. 75, the County of Riverside and the Redevelopment Agency For the County of Riverside, dated August 4, 1988; (f) Cooperation Agreement Between the Eastern Municipal Water District, the County of Riverside and the Redevelopment Agency for the County of Riverside, dated October 3, 1988; and (g) Cooperation Agreement Between the Riverside County Flood Control and Water Conservation District, the County of Riverside and the Redevelopment Agency For the County of Riverside, dated November 1, 1988. "Permitted Investments" means the following, but only to the extent that the same are acquired at Fair Market Value: (a) Federal Securities. (b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): 1. U.S. Export -Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership 2. U.S. Farmers Home Administration (FmHA) Certificates of Beneficial Ownership 3. Federal Financing Bank 4. Federal Housing Administration Debentures (FHA) 5. General Services Administration Participation Certificates -8- 6. Government National Mortgage Association (GNMA or Ginnie Mae) GNMA—guaranteed mortgage-backed bonds GNMA—guaranteed pass-through obligations 7. U.S. Maritime Administration Guaranteed Title XI financing 8. U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds (c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies which are not backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): 1. Federal Home Loan Bank System Senior debt obligations 2. Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac) Participation Certificate Senior debt obligations 3. Federal National Mortgage Association (FNMA or Fannie Mae) Mortgage-backed securities and senior debt obligations 4. Student Loan Marketing Association (SLMA or Sallie Mae) Senior debt obligations 5. Resolution Funding Corp. (REFCORP) obligations 6. Farm Credit System Consolidated systemwide bonds and notes (d) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, which invest solely in Federal Securities, if rated by S&P, having a rating of AAAm-G; and if rated by Moody's having a rating of Aaa, including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and / or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee. (e) Certificates of deposit secured at all times by collateral described in (a) and/or (b) above. Such certificates must be issued by commercial banks or savings and loan associations (including the Trustee or its affiliates). The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral. -9- (f) Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC including those of the Trustee or its affiliates or secured at all times by collateral described in (a) and/or (b) above. (g) Commercial paper rated, at the time of purchase, "Prime -1" by Moody's and "A-1" or better by S&P. (h) Deposit accounts, Federal funds or bankers acceptances with a maximum term of 180 days of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime -1" or better by Moody's and "A-1" or better by S&P. (i) The Local Agency Investment Fund of the State, created pursuant to section 16429.1 of the California Government Code. (j) Other forms of investments that satisfy the City's Statement of Investment Policy. "Principal Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(b). "Principal Corporate Trust Office" means such corporate trust office of the Trustee as may be designated from time to time by written notice from the Trustee to the Successor Agency, initially being at 655 West Fifth Street, 24th Floor, Los Angeles, California 90071, Attention: Corporate Trust Services, except that, with respect to presentation of Bonds for payment or for registration of transfer and exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust operations and agency business shall be conducted, initially in St. Paul, Minnesota. "Prior Bond Proceeds Account" means the account by that name within the Program Fund established and held by the Trustee pursuant to Section 3.04. "Prior Bonds" has the meaning given to such term in the second Recital to this Indenture. "Program Fund" means the fund by that name established and held by the Trustee pursuant to Section 3.04. "Rating Category" means any generic rating category of Moody's or S&P, without regard to any refinement of such category by plus or minus sign or by numerical or other qualifying designation. "Recognized Obligation Payment Schedule" or "ROPS" means a Recognized Obligation Payment Schedule, prepared and approved from time to time pursuant to subdivision (1) of section 34177 of the Dissolution Act. "Record Date" means, with respect to any Interest Payment Date, the close of business on the first (1st) calendar day of the month in which such Interest Payment Date occurs, whether or not such first (1st) 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(e). "Redevelopment Obligation Retirement Fund" means the fund by that name established pursuant to section 34170.5 of the Dissolution Act and referenced in Section 4.02 of this Indenture. -10- "Redevelopment Plan" means the Redevelopment Plan for the Temecula Redevelopment Project No. 1 of the Former Agency, approved by Ordinance No. 658 enacted by the Board of Supervisors of the County on July 12, 1988, and subsequently amended by Ordinance Nos. 91- 15, 94-33, 06-11, 07-20 and 07-21, adopted by the City Council of the City on April 9, 1991, December 20, 1994, September 26, 2006, January 8, 2008, and January 8, 2008, respectively, together with any further amendments to such Redevelopment Plan duly authorized pursuant to the Law. "Redevelopment Project" means the undertaking of the Former Agency and the Successor Agency pursuant to the Redevelopment Plan and the Law for the redevelopment of the project area described in the Redevelopment Plan. "Redevelopment Property Tax Trust Fund" means the fund established under section 34170.5(b) of the Law and administered by the County Auditor -Controller. "Refunding Bond Law" means, collectively, section 34177.5(g) of the Law and section 53580 et seq. of the California Government Code "Registration Books" means the records maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Bonds. "Report" means a document in writing signed by an Independent Financial Consultant or an Independent Redevelopment Consultant and including: (a) a statement that the person or firm making or giving such Report has read the pertinent provisions of this Indenture to which such Report relates; (b) a brief statement as to the nature and scope of the examination or investigation upon which the Report is based; and (c) a statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said consultant to express an informed opinion with respect to the subject matter referred to in the Report. "Reserve Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(d). ["Reserve Policy" means the Municipal Bond Debt Service Reserve Insurance Policy issued by the Municipal Bond Insurer in lieu of a cash funded reserve fund for the Bonds, which allows for draws in an aggregate amount equal to the Reserve Requirement as of the Closing Date.] "Reserve Requirement" means, as of any date of calculation, to be equal to the least of (a) Maximum Annual Debt Service (not including for such purpose debt service on any Parity Debt) for then current or every subsequent Bond Year, (b) 125% of average Annual Debt Service (not including for such purpose debt service on any Parity Debt) for then current or every subsequent Bond Year, and (c) 10% of the original principal amount of the Bonds (not including any Parity Debt). On the Closing Date, such amount is $ "Responsible Officer" means any Vice President, Assistant Vice President or Trust Officer of the Trustee with responsibility for matters related to this Indenture. "ROPS" means a Recognized Obligation Payment Schedule, as contemplated by the Dissolution Act. -11- "ROPS Payment Period" means the six-month fiscal period (commencing on each January 1 and July 1) during which monies distributed on a RPTTF Distribution Date are permitted to be expended under the Dissolution Act. "ROPS Period" means the twelve-month fiscal period (commencing on each July 1) covered by a ROPS; provided, that if the Dissolution Act is hereafter amended, such that each ROPS covers a fiscal period of a different length, or if the Successor Agency adopts a Last and Final ROPS that is approved by the Oversight Board and the State Department of Finance, then "ROPS Period" shall mean such other fiscal period per the Dissolution Act, as amended, or the fiscal period covered by the Last and Final ROPS, as applicable. "RPTTF Distribution Date" means each January 2 and June 1, as specified in Section 34183 of the Dissolution Act, on which the County Auditor -Controller allocates and distributes to the Successor Agency monies from the Redevelopment Property Tax Trust Fund for payment on enforceable obligations pursuant to an approved ROPS. "S&P" means S&P Global Ratings, a Standard & Poor's Financial Services LLC business, New York, New York, or its successors. "Securities Depositories" means The Depository Trust Company, and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Successor Agency may designate in a Certificate of the Successor Agency delivered to the Trustee. "Sinking Account" means the account by that name established and held by the Trustee pursuant to Section 4.03(c). "State" means the State of California. "Statutory Pass -Through Amounts" means all amounts required to be paid to affected taxing agencies pursuant to sections 33607.5 and / or 33607.7 of the Law and section 34183 of the Dissolution Act. "Successor Agency" means the Successor Agency to the Temecula Redevelopment Agency, as successor to the Former Agency, a public body corporate and politic duly organized and existing under the Law. "Supplemental Indenture" means any resolution, agreement or other instrument which has been duly adopted or entered into by the Successor Agency, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder. "Tax Revenues" means the moneys deposited or available for deposit from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (b) of section 34170.5 of the Dissolution Act, as provided in paragraph (2) of subdivision (a) of section 34183 of the Dissolution Act, after payment of (a) County administrative fees pursuant to section 34183(a) of the Dissolution Act, and (b) all amounts required to be paid by the Successor Agency pursuant to any Pass -Through Agreement or any Statutory Pass -Through Amounts (to the extent that the payments thereunder or any such Statutory Pass -Through Amounts, respectively, are not subordinated to the Successor Agency's obligation to repay the Bonds). If, and to the extent, that the provisions of section 34172 or paragraph (2) of subdivision (a) of section 34183 of the Dissolution Act are invalidated by a final judicial decision, then Tax Revenues shall include all tax revenues allocated to the payment of indebtedness of the -12- Successor Agency pursuant to section 33670 of the Law or such other section as may be in effect at the time providing for the allocation of tax increment revenues to the Successor Agency in accordance with Article XVI, Section 16 of the California Constitution. "Term Bonds" means the Bonds maturing on December 15, and December 15, and any Parity Debt the principal thereof is payable from sinking fund installments. "Trustee" means U.S. Bank National Association, as trustee hereunder, or any successor thereto appointed as trustee hereunder in accordance with the provisions of Article VI. "2011A Bonds" means the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A. "2011A Escrow Agreement" means that certain Escrow Deposit, dated as of 1, 2017, by and between the Successor Agency and the Escrow Bank, to provide for the defeasance and redemption of the 2011A Bonds. "2007 Bonds" means the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien). "2007 Escrow Agreement" means that certain Escrow Deposit, dated as of 1, 2017, by and between the Successor Agency and the Escrow Bank, to provide for the defeasance and redemption of the 2007 Bonds. "2017A Bonds" means the $ Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A; and, when the context requires, any Parity Debt. "2017B Bonds" means the $ Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B; and, when the context requires, any Parity Debt. "2006A Bonds" means the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A. "2006A Escrow Agreement" means that certain Escrow Agreement, dated as of 2017, by and between the Successor Agency and the Escrow Bank, to provide for the defeasance and redemption of the 2006A Bonds. "2006B Bonds" means the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien). "2006B Escrow Agreement" means that certain Escrow Deposit, dated as of 1, 2017, by and between the Successor Agency and the Escrow Bank, to provide for the defeasance and redemption of the 2006B Bonds. "2010B Bonds" means the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds). "2010B Escrow Agreement" means that certain Escrow Deposit, dated as of 1, 2017, by and between the Successor Agency and the Escrow Bank, to provide for the payment of -13- a portion of the debt service on the Bonds to and including December 15, 2020, and the redemption of the then outstanding 2010B Bonds maturing on and after December 15, 2021 on December 15, 2020. "2002 Bonds" means the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds. "2002 Escrow Agreement" means that certain Escrow Agreement, dated as of , 2017, by and between the Successor Agency and the Escrow Bank, to provide for the defeasance and redemption of the 2002 Bonds. "Written Request of the Successor Agency" or "Written Certificate of the Successor Agency" means a request or certificate, in writing signed by the Chair, Vice Chair, Executive Director or the Finance Officer of the Successor Agency or by any other officer of the Successor Agency duly authorized by the Successor Agency for that purpose. Section 1.03. Rules of Construction. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. -14- ARTICLE II AUTHORIZATION AND TERMS Section 2.01. Authorization of Bonds. (a) 2017A Bonds in the aggregate principal amount of million hundred thousand dollars ($ ) are hereby authorized to be issued by the Successor Agency under and subject to the terms of this Indenture and the Refunding Bond Law. The Bonds shall be designated the "Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A." (b) 2017B Bonds in the aggregate principal amount of million thousand dollars ($ ) are hereby authorized to be issued by the Successor Agency under and subject to the terms of this Indenture and the Refunding Bond Law. The 2017B Bonds shall be designated the "Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B." (c) This Indenture constitutes a continuing agreement with the Owners of all of the Bonds issued or to be issued hereunder and then Outstanding to secure the full and final payment of principal and redemption premiums (if any) and the interest on all Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. Section 2.02. Terms of Bonds. (a) The 2017A Bonds shall be issued in fully registered form without coupons in the denomination of $5,000 or any integral multiple thereof. The 2017A Bonds shall mature on December 15 in the years and shall bear interest (calculated on the basis of a 360 -day year of twelve 30 -day months) at the rates per annum as follows: Maturity Date Principal Interest (December 15) Amount Rate -15- (b) The 2017B Bonds shall be issued in fully registered form without coupons in the denomination of $5,000 or any integral multiple thereof. The 2017B Bonds shall mature on August 1 in the years and shall bear interest (calculated on the basis of a 360 -day year of twelve 30 -day months) at the rates per annum as follows: Maturity Date Principal Interest (August 1) Amount Rate (c) Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) shall be payable on each Interest Payment Date to the person whose name appears on the Registration Books as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check of the Trustee mailed by first class mail, postage prepaid, on the Interest Payment Date, to such Owner at the address of such Owner as it appears on the Registration Books as of such Record Date; provided however, that payment of interest may be by wire transfer to an account in the United States of America to any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more who shall furnish written wire instructions to the Trustee on or before the applicable Record Date. Such instructions shall remain in effect until rescinded in writing by the Owner. Principal of and redemption premium (if any) on any Bond shall be paid upon presentation and surrender thereof, at maturity or redemption (except for Sinking Account redemptions which do not require presentment for payment), at the Principal Corporate Trust Office. Both the principal of and interest and premium (if any) on the Bonds shall be payable in lawful money of the United States of America. (d) The Bonds shall be dated as of their date of delivery and shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or (b) the Bonds are authenticated on or before June 1, 2018, in which event they shall bear interest from their date of delivery; provided, however, that if, as of the date of authentication of the Bonds, interest thereon is in default, the Bonds shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Section 2.03. Redemption of Bonds. (a)(i) Optional Redemption. The 2017A Bonds maturing on or before December 15, , are not subject to optional redemption prior to maturity. The 2017A Bonds maturing on or after December 15, , are subject to redemption, at the option of the Successor Agency on any date on or after December 15, , as a whole or in part, by such maturities as shall be determined by the Successor Agency (or, in lieu of such determination, pro rata among maturities), and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount thereof, together with accrued interest to the date fixed for redemption, without premium. -16- (ii) The 2017B Bonds maturing on or before December 15, , are not subject to optional redemption prior to maturity. The 2017B Bonds maturing on or after December 15, , are subject to redemption, at the option of the Successor Agency on any date on or after December 15, , as a whole or in part, by such maturities as shall be determined by the Successor Agency (or, in lieu of such determination, pro rata among maturities), and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount thereof, together with accrued interest to the date fixed for redemption, without premium. (iii) The Successor Agency shall be required to give the Trustee written notice of its intention to redeem Bonds under this subsection (a) with a designation of the series and maturities to be redeemed at least forty-five (45), but not more than seventy-five (75) days, prior to the date fixed for such redemption, or such lesser number of days as shall be agreed to by the Trustee in the sole determination of the Trustee. (b) Sinking Account Redemption. (i) The 2017A Bonds maturing on December 15, (" 2017A Term Bonds"), are subject to mandatory redemption from Sinking Account payments set forth in the following schedule on December 15, , and on each December 15 thereafter, to and including December 15, , at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the 2017A Term Bonds have been redeemed pursuant to subsection (a)(i) above, the total amount of Sinking Account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 2017A Term Bonds so redeemed by reducing each such future Sinking Account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Successor Agency with the Trustee. Redemption Date (December 15) Principal Amount (ii) The 2017B Bonds maturing on December 15, (" 2017B Term Bonds"), are subject to mandatory redemption from Sinking Account payments set forth in the following schedule on December 15, , and on each December 15 thereafter, to and including December 15, , at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the 2017B Term Bonds have been redeemed pursuant to subsection (a)(ii) above, the total amount of Sinking Account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 2017B Term Bonds so redeemed by reducing each such future Sinking Account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Successor Agency with the Trustee. -17- Redemption Date (December 15) Principal Amount (c) Notice of Redemption. The Trustee on behalf of and at the expense of the Successor Agency will send (by first class mail, postage prepaid, or by such other means as is acceptable to the recipient thereof) notice of any redemption at least twenty (20) (or, if more, such minimum number of days as may be required by the Securities Depositories) but not more than sixty (60) days prior to the redemption date, to (i) the Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, and (ii) to the Securities Depositories and to the Information Services designated in a Written Request of the Successor Agency filed with the Trustee at the time the Successor Agency notifies the Trustee of its intention to redeem Bonds; but such sending of the notice of redemption will not be a condition precedent to such redemption and neither failure to receive any such notice nor any defect therein will affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice will state the redemption date and the redemption price, will designate the series and CUSIP number of the Bonds to be redeemed, state the individual number of each Bond to be redeemed or state that all Bonds of a series between two stated numbers (both inclusive) or all of the Bonds Outstanding of a series (or all Bonds of a maturity of a series) are to be redeemed, and will require that such Bonds be then surrendered (except for mandatory Sinking Account redemptions) at the Principal Corporate Trust Office of the Trustee for redemption at the said redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. Notwithstanding the foregoing, in the case of any optional redemption of the Bonds under Section 2.03(a)(i) or (ii) above, the notice of redemption may also state that the redemption is conditioned upon receipt by the Trustee of sufficient moneys to redeem the applicable Bonds on the anticipated redemption date, and that the optional redemption shall not occur if, by no later than the scheduled redemption date, sufficient moneys to redeem such Bonds have not been deposited with the Trustee. In the event that the Trustee does not receive sufficient funds by the scheduled optional redemption date to so redeem the Bonds to be optionally redeemed, such event shall not constitute an Event of Default; the Trustee shall send written notice to the Owners to the effect that the redemption did not occur as anticipated, and the Bonds for which notice of optional redemption was given shall remain Outstanding for all purposes of this Indenture. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. (d) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the redemption price of and interest on the Bonds so called for redemption shall have been duly deposited with the Trustee, such Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price and accrued interest to the redemption date, and no interest shall accrue thereon from and after the redemption date specified in such notice. -18- (e) Manner of Redemption. Whenever any Bonds or portions thereof are to be selected for redemption by lot, the Trustee shall make such selection, in such manner as the Trustee shall deem appropriate, and shall notify the Successor Agency thereof. All Bonds redeemed or purchased pursuant to this Section 2.03 shall be canceled and destroyed as provided in Section 10.07 hereof. (f) Selection of Bonds for Redemption. Whenever provision (other than pursuant to Section 2.03(b)) is made in this Indenture for the redemption of Bonds and less than all Bonds then currently Outstanding of a series are called for redemption, the Trustee will select Bonds of a series for redemption from Bonds of such series then currently Outstanding and not previously called for redemption, at the written direction of the Successor Agency in such order of maturity as shall be designated by the Successor Agency, and in the absence of such direction, pro rata among maturities of such series and by lot within a maturity. The Trustee will promptly notify the Successor Agency in writing of the Bonds so selected for redemption. Section 2.04. Forms of Bonds. The Bonds, the form of Trustee's Certificate of Authentication, and the form of Assignment to appear thereon, shall be substantially in the form set forth in Exhibits A and B, as applicable, 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 and the signature of its Secretary who are in office on the date of execution and delivery of this Indenture or at any time thereafter. Either or both of such signatures may be made manually or may be affixed by facsimile thereof. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on behalf of the Successor Agency by such persons as at the actual date of the execution of such Bond shall be the proper officers of the Successor Agency although on the date of such Bond any such person shall not have been such officer of the Successor Agency. Only such of the Bonds as shall bear thereon a Certificate of Authentication in the form hereinafter set forth, manually executed and dated by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such Certificate shall be conclusive evidence that such Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. In the event temporary Bonds are issued pursuant to Section 2.09 hereof, the temporary Bonds may bear thereon a Certificate of Authentication executed and dated by the Trustee, may be initially registered by the Trustee, and, until so exchanged as provided under Section 2.09 hereof, the temporary Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and delivered hereunder. Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Bond to the Trustee at its Principal Corporate Trust Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. Whenever any Bond or Bonds shall be surrendered for registration of transfer, the Successor Agency shall execute and the Trustee shall deliver a new Bond or Bonds, of like series, interest rate, maturity and principal amount of authorized denominations. The Trustee shall collect from the Owner -19- 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. Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Corporate Trust Office for a like aggregate principal amount of Bonds of other authorized denominations of the same series, interest rate and maturity. The Trustee shall collect any tax or other governmental charge on the exchange of any Bonds pursuant to this Section 2.07. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange shall be paid by the Successor Agency. The Trustee may refuse to exchange, under the provisions of this Section 2.07, either (a) any Bonds during the fifteen (15) days prior to the date established by the Trustee for the selection of Bonds for redemption or (b) any Bonds selected by the Trustee for redemption. Section 2.08. Registration of Bonds. The Trustee will keep or cause to be kept, at its Principal Corporate Trust Office, sufficient records for the registration and registration of transfer of the Bonds, which shall at all times during normal business hours be open to inspection by the Successor Agency, upon reasonable prior notice to the Trustee; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on the Registration Books Bonds as hereinbefore provided. Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Successor Agency, and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Successor Agency upon the same conditions and in substantially the same manner as the definitive Bonds. If the Successor Agency issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange therefor at the Principal Corporate Trust Office, and the Trustee shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations, interest rates and like maturities. Until so exchanged, the temporary Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and delivered hereunder. Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Successor Agency, at the expense of the Owner of such Bond, shall execute, and the Trustee shall thereupon deliver, a new Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to the Trustee and indemnity for the Trustee and the Successor Agency satisfactory to the Trustee shall be given, the Successor Agency, at the expense of the Owner, shall execute, and the Trustee shall thereupon deliver, a new Bond of like tenor and amount in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond has matured or has been called for redemption, instead of issuing -20- 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 2.10 in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Successor Agency whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds issued pursuant to this Indenture. Section 2.11. CUSIP Numbers. The Trustee and the Successor Agency shall not be liable for any defect or inaccuracy in the CUSIP number that appears on any Bond, check, advise of payment or redemption notice and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Successor Agency nor the Trustee shall be liable for any inaccuracy in such numbers. Section 2.12. Book -Entry Only System. It is intended that the Bonds, be registered so as to participate in a securities depository system with DTC (the "DTC System"), as set forth herein. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities of the Bonds in the name of Cede & Co., as nominee of DTC. The Successor Agency and the Trustee are authorized to execute and deliver such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including a representation letter in the form required by DTC (the "Representation Letter"). In the event of any conflict between the terms of any such letter or agreement, including the Representation Letter, and the terms of this Indenture, the terms of this Indenture shall control. DTC may exercise the rights of a Bondholder only in accordance with the terms hereof applicable to the exercise of such rights. With respect to the Bonds registered in the books of the Trustee in the name of Cede & Co., as nominee of DTC, the Successor Agency and the Trustee, shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which DTC holds Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a "DTC Participant") or to any person on behalf of whom such a DTC Participant directly or indirectly holds an interest in the Bonds (each such person being herein referred to as an "Indirect Participant"). Without limiting the immediately preceding sentence, Successor Agency and the Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (b) the delivery to any DTC Participant or any Indirect Participant or any other person, other than a Bondholder, as shown in the Register, of any notice with respect to the Bonds, including any notice of redemption, (c) the payment to any DTC Participant or Indirect Participant or any other Person, other than a Bondholder, as shown in the Register, of any amount with respect to principal of, premium, if any, or interest on, the Bonds or (d) any consent given by DTC as registered owner. So long as certificates for the Bonds are not issued pursuant to this Section 2.12 and the Bonds are registered to DTC, the Successor Agency, and the Trustee shall treat DTC or any successor securities depository as, and deem DTC or any successor securities depository to be, the absolute owner of the Bonds for all purposes whatsoever, including without limitation (i) the payment of principal and interest on the Bonds, (ii) giving notice of redemption and other matters with respect to the Bonds, (iii) registering transfers with respect to the Bonds and (iv) the selection of Bonds for redemption. While in the DTC System, no person other than Cede & Co., or any successor thereto, as -21- nominee for DTC, shall receive a Bond certificate with respect to any Bond. Notwithstanding any other provision of this Indenture to the contrary, so long as any of the Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, in the manner provided in the Representation Letter. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks being mailed to the registered owner at the close of business on the Record Date applicable to any Interest Payment Date, the name "Cede & Co." in this Indenture shall refer to such new nominee of DTC. Section 2.13. Successor Securities Depository; Transfers Outside Book Entry -Only System. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Successor Agency and the Trustee and discharging its responsibilities with respect thereto under applicable law. The Successor Agency, without the consent of any other person, but following written notice to the Trustee, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to the foregoing provisions, unless a substitute securities depository is appointed to undertake the functions of DTC hereunder, the Successor Agency, at the expense of the Successor Agency, is obligated to deliver Bond certificates to the beneficial owners of the Bonds, as described in this Indenture, and the Bonds shall no longer be restricted to being registered in the books of the Trustee in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or name Bondowner transferring or exchanging Bonds shall designate to the Trustee in writing, in accordance with the provisions of this Indenture. The Successor Agency may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, as may be acceptable to the Successor Agency, or such depository's agent or designee. -22- ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS OF BONDS; PARITY DEBT Section 3.01. Issuance of Bonds. Upon the execution and delivery of this Indenture, the Successor Agency shall execute and deliver the 2017A Bonds to the Trustee in the aggregate principal amount of million hundred thousand dollars ($ ) and shall execute and deliver the 2017B Bonds to the Trustee in the aggregate principal amount of million thousand dollars ($ ), and the Trustee shall authenticate and deliver the Bonds upon the Written Request of the Successor Agency. Section 3.02. Application of Proceeds of Sale. (a) Upon the receipt of payment for the 2017A Bonds on the Closing Date of $ , being the principal amount of the 2017A Bonds of $ , less an underwriter's discount of $ , less [plus] an original issue discount [premium] of $ , [less $ being a portion of the premium for the Municipal Bond Insurance Policy and less $ being a portion of the premium for the Reserve Policy (which premiums were paid by the Original Purchaser as an accommodation to the Successor Agency)], the Trustee shall deposit the proceeds of sale thereof in the Bond Proceeds Account and then apply such proceeds as follows: (i) The Trustee shall deposit the amount of $ in the Costs of Issuance Fund; (ii) The Trustee shall transfer the amount of $ to the Escrow Bank for deposit as follows: $ to the escrow fund established under the 2002 Escrow Agreement, $ to the escrow fund established under the 2006A Escrow Agreement, $ to the escrow fund established under the 2006B Escrow Agreement, and $ to the escrow fund established under the 2007 Escrow Agreement. (b) Upon the receipt of payment for the 2017B Bonds on the Closing Date of $ , being the principal amount of the 2017B Bonds of $ , less an underwriter's discount of $ , less [plus] an original issue discount [premium] of $ , [less $ being a portion of the premium for the Municipal Bond Insurance Policy and less $ being a portion of the premium for the Reserve Policy (which premiums were paid by the Original Purchaser as an accommodation to the Successor Agency)], the Trustee shall deposit the proceeds of sale thereof in the Bond Proceeds Account and then apply such proceeds as follows: (i) The Trustee shall deposit the amount of $ Fund; in the Costs of Issuance (ii) The Trustee shall transfer the amount of $ to the Escrow Bank for deposit as follows: $ to the escrow fund established under the 2010B Escrow Agreement, and $ to the escrow fund established under the 2011A Escrow Agreement. -23- (c) In addition to the foregoing, the Trustee, in its capacity as trustee for the Prior Bonds, shall transfer on the Closing Date: (i) The following amounts from the following funds held under the Indenture of Trust, dated as of April 1, 2002, as amended and supplemented by the First Supplemental Indenture of Trust, dated as of December 1, 2006, each between the Former Agency and the Trustee: (A) to the escrow fund established under the Escrow Agreement $ in Fund; and (B) to the escrow fund established under the Escrow Agreement $ in the Fund. (ii) The following amounts from the following funds held under the Indenture of Trust, dated as of December 1, 2006, as amended and supplemented by the First Supplemental Indenture of Trust, dated as of October 1, 2007, each between the Former Agency and the Trustee: (A) to the Prior Bonds Proceeds Account of the Program Fund, all amounts in the Project Fund; (B) to the escrow fund established under the Escrow Agreement $ in Fund; and (C) to the escrow fund established under the Escrow Agreement $ in Fund. (iii) The following amounts from the following funds held under the Indenture of Trust, dated as of March 1, 2010, as amended and supplemented by the First Supplemental Indenture of Trust, dated as of March 1, 2011, each between the Former Agency and the Trustee: (A) to the Housing Projects Account of the Program Fund, all amounts in the 2010 Series B Bonds Housing Projects Account of the Housing Projects Fund and all amounts in the 2011 Housing Projects Fund; (B) to the escrow fund established under the Escrow Agreement $ in Fund; and (C) to the escrow fund established under the Escrow Agreement $ in Fund. (d) Upon the application of the proceeds as set forth above, the Trustee shall close the Bond Proceeds Account. The Trustee may establish, as it deems necessary, a temporary fund or account on its records to facilitate the deposits set forth herein. Section 3.03. Costs of Issuance Fund. There is hereby established a separate fund to be known as the "Costs of Issuance Fund," which shall be held by the Trustee in trust. The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Successor Agency stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. Each such Written Request of the Successor Agency shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date which is four months after the Closing Date, or upon the earlier Written Request of the Successor Agency, any moneys remaining on deposit in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest Account and the Costs of Issuance Fund shall be closed. Section 3.04. Program Fund. (a) There is hereby established a separate fund to be known as the "Program Fund," and within the Program Fund a "Prior Bonds Proceeds Account" and a "Housing Projects Account," which fund and accounts shall be held by the Trustee, and into which accounts funds shall be deposited as provided in Section 3.02(c)(ii)(A) and 3.02(c)(iii)(A), respectively. -24- (b) All amounts in the Prior Bonds Proceeds Account of the Program Fund shall be transferred by the Trustee to the City upon submission to the Trustee of a Certificate of the Successor Agency stating that such amounts are to be so transferred in accordance with Section 2 of the 2007 Bond Proceeds Funding Agreement, dated as of , 2017, between the Successor Agency and the City. (c) The amounts in the Housing Projects Account of the Program Fund shall be transferred by the Trustee to the Successor Agency to be deposited by the Successor Agency to the Low and Moderate Income Housing Asset Fund maintained by the City, as the successor to the housing assets and functions of the Former Agency, upon the submission of a Certificate of the Successor Agency stating such amounts are to be so transferred and deposited in accordance with Section 1 of the Housing Bond Proceeds Funding Agreement, dated as of , 2017, between the City and the Successor Agency. (d) When no amounts remain in either the Prior Bond Proceeds Account or the Housing Projects Account of the Program Fund, the Program Fund shall be closed. Section 3.05. Issuance of Parity Debt. In addition to the Bonds, the Successor Agency may issue or incur Parity Debt only to refund the Bonds or other Parity Debt in such principal amount as shall be determined by the Successor Agency, pursuant to a separate or Supplemental Indenture adopted or entered into by the Successor Agency and Trustee. The Successor Agency may issue or incur such Parity Debt subject to the following specific conditions precedent: (a) The Successor Agency will be in compliance with all covenants set forth in this Indenture; (b) If required by the Law, the Oversight Board shall have approved the issuance of the Parity Debt. (c) The Parity Debt will be on such terms and conditions as may be set forth in a separate or Supplemental Indenture, which will provide for bonds substantially in accordance with this Indenture; (d) Receipt of a certificate or opinion of an Independent Financial Consultant stating that the total net interest cost to maturity of the Parity Debt plus the principal amount of the Parity Debt will not exceed the total net interest cost to maturity of the Bonds or previously issued Parity Debt to be refunded plus the principal amount of the Bonds or previously issued Parity Debt to be refunded. (e) The Parity Debt will mature on and interest will be payable on the same dates as the Bonds (except the first interest payment may be from the date of the Parity Debt until either the next succeeding June 15 or December 15). Section 3.06. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of the Redevelopment Project or upon the performance by any person of his obligation with respect to the Redevelopment Project. -25- ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS Section 4.01. Security of Bonds; Equal Security. Except as provided in Section 6.06, the Bonds and any additional Parity Debt shall be equally secured by a pledge and lien on all of the Tax Revenues and by a first and exclusive pledge and lien upon all of the moneys in the Debt Service Fund (including the Interest Account, the Principal Account, the Sinking Account and the Redemption Account therein) and the Redevelopment Obligation Retirement Fund without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. The Bonds (exclusive of any Parity Debt) are also secured by an exclusive pledge of, security interest in and lien on amounts in the Reserve Account. Except for the Tax Revenues and such moneys, no funds or properties of the Successor Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium (if any) on the Bonds. In consideration of the acceptance of the Bonds by those who shall own the same from time to time, this Indenture shall be deemed to be and shall constitute a contract between the Successor Agency and the Trustee for the benefit of the Owners from time to time of the Bonds, and the covenants and agreements herein set forth to be performed on behalf of the Successor Agency shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. Section 4.02. Redevelopment Obligation Retirement Fund; Deposit of Tax Revenues. There has been established a special trust fund known as the "Redevelopment Obligation Retirement Fund," which shall be held by the Successor Agency pursuant to section 34170.5 of the Dissolution Act. There is hereby established a special trust fund known as the "Debt Service Fund" and the accounts therein referred to below which shall be held by the Trustee. The Successor Agency shall deposit all of the Tax Revenues received by the Successor Agency in any Bond Year in the Redevelopment Obligation Retirement Fund promptly upon receipt thereof by the Successor Agency, and promptly thereafter shall transfer amounts received therein to the Debt Service Fund established and held by the Trustee under this Indenture until such time during such Bond Year as the amounts so transferred to the Debt Service Fund hereunder equal the aggregate amounts required to be deposited by the Trustee into the Interest Account, the Principal Account, the Sinking Account, the Reserve Account and the Redemption Account of the Debt Service Fund in such Bond Year pursuant to Section 4.03 of this Indenture and for deposit in such Bond Year in the funds and accounts established with respect to Parity Debt, as provided in any Supplemental Indenture. Any Tax Revenues received during a Bond Year and held in the Redevelopment Obligation Retirement Fund, to the extent remaining after making the foregoing transfers in such Bond Year, shall be released from the pledge and lien under this Indenture. Section 4.03. Deposit of Amounts by Trustee. There are hereby created accounts within the Debt Service Fund as set forth below, to be known respectively as the Interest Account, the Principal Account, the Sinking Account, the Reserve Account and the Redemption Account. Moneys in the Debt Service Fund will be transferred by the Trustee in the following amounts at -26- the following times, for deposit by the Trustee in the following respective accounts within the Debt Service Fund, in the following order of priority: (a) Interest Account. On or before the fifth (5th) Business Day preceding each Interest Payment Date, commencing with the June 15, 2018, Interest Payment Date, to the extent there are moneys available, the Trustee shall transfer funds from the Debt Service Fund for deposit in the Interest Account an amount which, when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds and Parity Debt on such Interest Payment Date. No such transfer and deposit need be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on such Interest Payment Date upon all of the Outstanding Bonds and Parity Debt. Subject to this Indenture, all moneys in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds and Parity Debt as it becomes due and payable (including accrued interest on any Bonds and Parity Debt redeemed prior to maturity pursuant to this Indenture). (b) Principal Account. On or before the fifth (5th) Business Day preceding each Interest Payment Date, commencing with the June 15, 2018, Interest Payment Date, to the extent there are monies available, the Trustee shall transfer funds from the Debt Service Fund for deposit in the Principal Account an amount equal to one-half of the principal payments coming due and payable on the Outstanding Bonds and any Parity Debt on the next December 15. 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 December 15 on all Outstanding Bonds and any Parity Debt. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds and any Parity Debt as it shall become due and payable. (c) Sinking Account. On or before the fifth (5th) Business Day preceding each Interest Payment Date, commencing with the first such date which is six months prior to the date on which principal (or any mandatory sinking payment) is due on any Term Bonds, to the extent there are moneys available, the Trustee shall transfer funds from the Debt Service Fund for deposit in the Sinking Account an amount equal to one-half of the sinking account payments becoming due and payable on any Bonds and Parity Debt that constitute Term Bonds on the next December 15, to the extent monies on deposit in the Debt Service Fund are available therefor. No such transfer and deposit need be made to the Sinking Account if the amount contained therein is at least equal to the sinking account payments to become due on the next December 15 on all Outstanding Bonds and Parity Debt that constitute Term Bonds. Subject to this Indenture, all moneys in the Sinking Account will be used and withdrawn by the Trustee solely for the purpose of paying the aggregate principal amount of the Term Bonds and term bonds relating to Parity Debt required to be redeemed on such December 15 pursuant to the provisions of the document providing for the issuance of any Parity Debt that constitutes Term Bonds. (d) Reserve Account. (i) In lieu of a cash deposit to the Reserve Account, the Reserve Policy shall be delivered to the Trustee on the Closing Date, and shall be held by the Trustee for the credit of the Reserve Account solely for the benefit of the Bonds issued on the Closing Date (and not for the benefit of any Parity Debt). The prior written consent of the Municipal Bond Insurer shall be a condition precedent to the deposit of any credit instrument in lieu of a cash deposit into the Reserve Account, other than the Reserve Policy. -27- If, on any Interest Payment Date, the moneys available in the Interest Account, the Principal Account and the Sinking Account do not equal the amount of the principal or interest on the Bonds (not including any Parity Debt) then coming due and payable, the Trustee shall apply the moneys available in the Reserve Account to make delinquent amounts by transferring the amount necessary for this purpose to the Interest Account, the Principal Account and/or the Sinking Account or shall draw on the Reserve Policy and apply amounts received from such draw to make delinquent amounts by transferring the amount necessary for this purpose to the Interest Account, the Principal Account and/or the Sinking Account. To the extent there is cash or investments on deposit in the Reserve Account, such cash or investments shall be applied first before there is any draw on the Reserve Policy or any other credit facility credited to the Reserve Account in lieu of cash (a "Credit Facility"). Payment of any Policy Costs (hereinafter defined) shall be made prior to replenishment of any such cash amounts. Draws on all Credit Facilities (including the Reserve Policy) on which there is available coverage shall be made on a pro rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Account. Payment of Policy Costs and reimbursement of amounts with respect to other Credit Facilities shall be made on a pro rata basis prior to replenishment of any cash drawn from the Reserve Account. For the avoidance of doubt, "available coverage" means the coverage then available for disbursement pursuant to the terms of the applicable Credit Facility without regard to the legal or financial ability or willingness of the provider thereof to honor a claim or draw thereon or the failure of such provider to honor any such claim or draw. Upon receipt of any delinquent amount with respect to which moneys have been advanced from the Reserve Account or there has been a draw on the Reserve Policy, such amount shall be deposited in the Reserve Account to the extent of such advance and first applied to reimburse a draw on the Reserve Policy and then to replenish any cash drawn therefrom. The Successor Agency has no obligation to replace the Reserve Policy or to fund the Reserve Account with cash if, at any time the Bonds are outstanding, (i) amounts are unavailable under the Reserve Policy or (ii) the rating assigned to the Municipal Bond Insurer by any rating agency is downgraded, suspended or withdrawn at any time. (ii) The Successor Agency shall repay any draws under the Reserve Policy and pay all related reasonable expenses incurred by the Municipal Bond Insurer. Interest shall accrue and be payable on such draws and expenses from the date of payment by the Municipal Bond Insurer at the Late Payment Rate. Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, the "Policy Costs") shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1 /12 of the aggregate of Policy Costs related to such draw. Amounts in respect of Policy Costs paid to the Municipal Bond Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Municipal Bond Insurer on account of principal due, the coverage under the Reserve Policy will be increased by a like amount, subject to the terms of the Reserve Policy. -28- All cash and investments in the Reserve Account shall be transferred to the Debt Service Fund for payment of the debt service on the Bonds before any drawing may be made on the Reserve Policy or any other Reserve Fund Credit Instrument in lieu of cash. Payment of any Policy Cost shall be made prior to replenishment of any cash amounts. Draws on all Credit Facilities (including the Reserve Policy) on which there is available coverage shall be made on a pro -rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Account. Payment of Policy Costs and reimbursement of amounts with respect to other Credit Facilities shall be made on a pro rata basis prior to replenishment of any cash drawn from the Reserve Account. For the avoidance of doubt, "available coverage" means the coverage then available for disbursement pursuant to the terms of the applicable alternative credit instrument without regard to the legal or financial ability or willingness of the provider of such instrument to honor a claim or draw thereon or the failure of such provider to honor any such claim or draw. (iii) Draws under the Reserve Policy may only be used to make payments on Bonds (and not to make payments on any Parity Debt). (iv) If the Successor Agency shall fail to pay any Policy Costs in accordance with the requirements of paragraph (a) above, the Municipal Bond Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under this Indenture other than (i) acceleration of the maturity of the Bonds, or (ii) remedies which would adversely affect owners of the Bonds. (v) This Indenture shall not be discharged until all Policy Costs owing to the Municipal Bond Insurer shall have been paid in full. The Successor Agency's obligation to pay such amount shall expressly survive payment in full of the Bonds. In order to secure the Successor Agency's payment obligations with respect to the Policy Costs, there is hereby granted and perfected in favor of the Municipal Bond Insurer a security interest (subordinate only to that of the owners of the Bonds) in all revenues and collateral pledged as security for the Bonds. (vi) The Trustee shall ascertain the necessity for a claim upon the Reserve Policy in accordance with the provisions of paragraph (a) hereof and provide notice to the Municipal Bond Insurer at least three business days prior to each date upon which interest or principal is due on the Bonds. (vii) The Reserve Policy shall expire on the earlier of the date the Bonds are no longer outstanding and the final maturity date of the Bonds. (e) Redemption Account. On or before the fifth (5th) Business Day preceding any date on which Bonds are, or any Parity Debt is, to be optionally redeemed, the Trustee shall withdraw from the Debt Service Fund and transfer to the Redemption Account (which the Trustee shall thereupon establish and hold in trust hereunder) an amount required to pay the principal of and premium, if any, on the Bonds and any Parity Debt to be redeemed on such date, taking into account any funds then on deposit in the Redemption Account. The Trustee shall also deposit in the Redemption Account any other amounts received by it from the Successor Agency designated by the Successor Agency in writing to be deposited in the Redemption Account. All moneys in the Redemption Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of and premium, if any, on the Bonds and any Parity Debt to be redeemed on the respective dates set for such redemption. -29- ARTICLE V COVENANTS OF THE SUCCESSOR AGENCY Section 5.01. Covenants of the Successor Agency. As long as the Bonds or any Parity Debt is outstanding and unpaid, the Successor Agency shall (through its proper members, officers, agents or employees) faithfully perform and abide by all of the covenants, undertakings and provisions contained in this Indenture or in any Bond or Parity Debt issued hereunder, including the following covenants and agreements for the benefit of the Bondowners which are necessary, convenient and desirable to secure the Bonds and any Parity Debt and will tend to make them more marketable; provided, however, that the covenants do not require the Successor Agency to expend any funds other than the Tax Revenues: (a) Use of Proceeds. The Successor Agency covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as provided in this Indenture. (b) No Priority. The Successor Agency covenants and agrees that it will not issue any obligations payable, either as to principal or interest, from the Tax Revenues which have any lien upon the Tax Revenues prior or superior to the lien of the Bonds. Except as permitted by Section 3.04 hereof, it will not issue any obligations, payable as to principal or interest, from the Tax Revenues, which have any lien upon the Tax Revenues on a parity with the Bonds authorized herein. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Successor Agency (i) from issuing and selling pursuant to law, refunding obligations payable from and having any lawful lien upon the Tax Revenues, if such refunding obligations are issued for the purpose of, and are sufficient for the purpose of, refunding all of the Outstanding Bonds and Parity Debt, (ii) from issuing and selling obligations which have, or purport to have, any lien upon the Tax Revenues which is junior to the Bonds and any Parity Debt, or (iii) from issuing and selling bonds or other obligations which are payable in whole or in part from sources other than the Tax Revenues and which are not secured by any pledge of or lien on the Tax Revenues. As used herein "obligations" includes, without limitation, bonds, notes, interim certificates, debentures or other obligations. (c) Punctual Payment. The Successor Agency covenants and agrees that it will duly and punctually pay or cause to be paid the principal of and interest on each of the Bonds on the date, at the place and in the mariner provided in the Bonds. (d) Payment of Taxes and Other Charges. The Successor Agency covenants and agrees that it will from time to time pay and discharge, or cause to be paid and discharged, all payments in lieu of taxes, service charges, assessments or other governmental charges which may lawfully be imposed upon the Successor Agency or any of the properties then owned by it in the Redevelopment Project, or upon the revenues and income therefrom, and will pay all lawful claims for labor, materials and supplies which if unpaid might become a lien or charge upon any of the properties, revenues or income or which might impair the security of the Bonds or the use of Tax Revenues or other legally available funds to pay the principal of and interest on the Bonds, all to the end that the priority and security of the Bonds shall be preserved; provided, however, that nothing in this covenant shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of the payment. (e) Books and Accounts; Financial Statements. The Successor Agency covenants and agrees that it will at all times keep, or cause to be kept, proper and current books and accounts (which -30- may be combined with the records and accounts of the City) in which complete and accurate entries shall be made of all transactions relating to the Redevelopment Project and the Tax Revenues and other funds relating to the Redevelopment Project. The Successor Agency will cause the City to prepare within seven (7) months after the close of each of the Successor Agency's Fiscal Years a post -audit of the financial transactions and records of the Successor Agency for the Fiscal Year to be made by an Independent Certified Public Accountant appointed by the City, and will include summary financial information regarding the Successor Agency in the City's annual audited financial statements. The Trustee shall have no duty to review such post -audits. (f) [Intentionally omitted.] (g) [Intentionally omitted.] (h) Protection of Security and Rights of Bondowners. The Successor Agency covenants and agrees to preserve and protect the security of the Bonds and the rights of the Bondowners and to contest by court action or otherwise (i) the assertion by any officer of any government unit or any other person whatsoever against the Successor Agency that (A) the Law is unconstitutional or (B) that the Tax Revenues pledged under this Indenture cannot be paid to the Successor Agency for the debt service on the Bonds or (ii) any other action affecting the validity of the Bonds or diluting the security therefor, including, with respect to the Tax Revenues, [the senior lien position of the Bonds to the Statutory Pass -Through Amounts.] (i) Tax Covenants. Notwithstanding any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion from gross income of interest on the 2017A Bonds and tax-exempt Parity Debt will not be adversely affected for federal income tax purposes, the Successor Agency covenants to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as follows: (i) Rebate Requirement. The Successor Agency shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, as applicable to the 2017A Bonds and any tax-exempt Parity Debt. In the event that the Successor Agency shall determine that any amounts are due and payable to the United States of America hereunder and that the Trustee has on deposit an amount of available moneys (excluding moneys on deposit in the Interest Account, the Principal Account, the Sinking Account and excluding any other moneys required to pay the principal of or interest or redemption premium, if any, on the Bonds) to make such payment, the Successor Agency shall promptly pay from available Tax Revenues or any other source of legally available funds the sum of (a) one hundred percent (100%) of the amounts determined to be due and payable to the United States of America as a result of the investment of amounts on deposit in any fund or account established hereunder, plus (b) all other amounts due and payable to the United States of America. (ii) Private Business Use Limitation. The Successor Agency shall assure that the proceeds of the 2017A Bonds are not used in a manner which would cause the 2017A Bonds to become "private activity bonds" within the meaning of section 141(a) of the Code. (iii) Private Loan Limitation. The Successor Agency shall assure that no more than five percent (5%) of the net proceeds of the 2017A Bonds are used, directly or -31- indirectly, to make or finance a loan (other than loans constituting nonpurpose obligations as defined in the Code or constituting assessments) to persons other than state or local government units. (iv) Federal Guarantee Prohibition. The Successor Agency shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the 2017A Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code. (v) No Arbitrage. The Successor Agency shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the 2017A Bond proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date of the Bonds, would have caused the 2017A Bonds to be "arbitrage bonds" within the meaning of section 148(a) of the Code. (j) Further Assurances. The Successor Agency covenants and agrees to adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Indenture. (k) Compliance with Dissolution Act. The Successor Agency covenants that it will comply with the requirements of the Dissolution Act necessary so as to not materially adversely affect the payment of and security for the Bonds. (1) Processing ROPs. The Successor Agency covenants and agrees that it will take all actions required under the Dissolution Act to include in Recognized Obligation Payment Schedules for each ROPS Period scheduled debt service on the Bonds and any Parity Debt (including, without limitation, any mandatory redemption payments), as well as any amount required to replenish the Reserve Account of the Debt Service Fund or to pay any amounts owing to the Municipal Bond Insurer, all so as to enable the County's Auditor -Controller to distribute from the Redevelopment Property Tax Trust Fund to the Redevelopment Obligation Retirement Fund on each RPTTF Distribution Date amounts required for the Successor Agency to pay principal of, and interest on, the Bonds and any Parity Debt, and any amounts owing to the Municipal Bond Insurer coming due in the respective ROPS Payment Period corresponding to such RPTTF Distribution Date pursuant to the Dissolution Act (including but not limited to Section 34177 therein). Without limiting the generality of the foregoing, the Successor Agency additionally covenants and agrees that, not later than February 1, 2018 and each February 1 thereafter (or at such other time as may be required by the Dissolution Act) for so long as any Bonds or any Parity Debt remain outstanding, the Successor Agency will submit to the California Department of Finance and to the County's Auditor -Controller an Oversight Board -approved ROPS that provides for the distribution of the following amounts (but only to the extent that other amounts on deposit in the Redevelopment Property Tax Trust Fund or the Redevelopment Obligation Retirement Fund reserved for payment of debt service on the Bonds or any Parity Debt or on deposit in the Debt Service Fund or in the debt service fund or similar fund relating to such other Parity Debt are insufficient therefor): [the following is a semi-annual covenant; an annual covenant may be inserted in lieu of this semi-annual one] -32- [(i) for distribution on each June 1: (A) all interest coming due and payable on the Bonds and any Parity Debt on the next succeeding December 15, and (B) fifty percent (50%) of the principal amount coming due and payable on the Bonds and any Parity Debt on the next December 15; and (ii) for distribution on each January 2: (A) all interest coming due and payable on the Bonds and any Parity Debt on the next succeeding June 15, and (B) fifty percent (50%) of the principal amount coming due and payable on the Bonds and any Parity Debt on the next December 15;1 (iii) if the Successor Agency determines it is necessary to ensure timely payment of debt service on the Bonds or any Parity Debt, the Successor Agency may also collect on each January 2 or June 1, as necessary, a reserve to be held for debt service on the Bonds and any Parity Debt on June 15 and December 15 of the next succeeding calendar year; and (iv) any amounts required to replenish the Reserve Account, any other reserve account established under any Parity Debt instrument, and any amounts due and owing to the Municipal Bond Insurer. In addition, the Successor Agency covenants that, if the amount of Tax Revenues expected to be available with respect to a ROPS Payment Period will be insufficient to pay required debt service on the outstanding 2017B Bonds, the Bonds and any Parity Debt and all other required amounts payable from the Redevelopment Obligation Retirement Fund during such ROPS Payment Period, it shall, on or before the May 1 or December 1, as applicable, preceding such ROPS Payment Period (or such other date as otherwise may be specified in the Dissolution Act), file a Notice of Insufficiency with the County Auditor -Controller in accordance with the Dissolution Act (including, but not limited to, paragraph (b) of Section 34183 therein). In the event the Successor Agency fails to provide a ROPS to the Oversight Board for approval, or provide the State Department of Finance with an Oversight Board -approved ROPS, by the statutory deadlines relating to the Bonds for any period, the Successor Agency designates the Municipal Bond Insurer as its attorney in fact with the power to make such a request relating to the Bonds. The Successor Agency agrees to amend any ROPS filing for any period during which amounts owed to the Municipal Bond Insurer with respect to the Municipal Bond Insurance Policy are not included on such ROPS, to the extent possible under the Dissolution Act. The Successor Agency will not, without the prior written consent of the Municipal Bond Insurer, approve or submit for approval by the Oversight Board or the State Department of Finance the final amendment permitted for any Last and Final ROPS. (m) Dissolution Act Invalid; Maintenance of Tax Revenues. In the event that the applicable property tax revenues provisions of the Dissolution Act are determined by a court in a final -33- judicial decision to be invalid and, in place of the invalid provisions, provisions of the Law or the equivalent become applicable to the Bonds, the Successor Agency shall comply with all requirements of the Law or the equivalent to insure the allocation and payment to it of the Tax Revenues, including without limitation the timely filing of any necessary statements of indebtedness with appropriate officials of the County and, in the case of amounts payable by the State, appropriate officials of the State. (n) Continuing Disclosure. The Successor Agency hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the Successor Agency to comply with the Continuing Disclosure Certificate shall not be an Event of Default hereunder. However, any Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Successor Agency to comply with its obligations under this Section 5.01(n). -34- ARTICLE VI THE TRUSTEE Section 6.01. Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants, duties or obligations shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a reasonable person would exercise or use under the circumstances in the conduct of its own affairs. (b) The Successor Agency may remove the Trustee at any time and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing), or (ii) if at any time the Successor Agency has knowledge that the Trustee shall cease to be eligible in accordance with subsection (e) of this Section 6.01, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. In each case such removal shall be accomplished by the giving of written notice of such removal by the Successor Agency to the Trustee, whereupon the Successor Agency shall immediately appoint a successor Trustee by an instrument in writing. (c) The Trustee may at any time resign by giving written notice of such resignation to the Successor Agency and by giving the Owners notice of such resignation by first class mail, postage prepaid, at their respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the Successor Agency shall promptly appoint a successor Trustee by an instrument in writing. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of such Owner and all other Owners) may petition any court of competent jurisdiction at the expense of the Successor Agency for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing, acknowledging and delivering to the Successor Agency and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Successor Agency or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title -35- 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 mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which then has a current rating on the Bonds and to the Owners at their respective addresses shown on the Registration Books. If the Successor Agency fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Successor Agency. (e) Any Trustee appointed under the provisions of this Section 6.01 in succession to the Trustee shall be a financial institution having a corporate trust office in the State, having (or in the case of a corporation, national banking association or trust company included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. If such financial institution publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such financial institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section 6.01. Section 6.02. Merger or Consolidation. Any bank, national banking association, corporation or trust company into which the Trustee may be merged or converted or with which either of them may be consolidated or any bank, national banking association, corporation or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank, national banking association, corporation or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank, national banking association, corporation or trust company shall be eligible under subsection (e) of Section 6.01, shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. Section 6.03. Liability of Trustee. (a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Successor Agency, and the Trustee shall not assume responsibility for the correctness of the same, nor make any representations as to the validity or sufficiency of this Indenture or of the security for the Bonds or the tax status of interest thereon nor shall incur any responsibility in respect thereof, other than as expressly stated herein. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or intentional misconduct. The Trustee shall not be liable for the acts of any agents of the Trustee selected by it with due care. The Trustee and its officers and employees may become the Owner of any Bonds with the same rights it would have if they were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect -36- 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 for any error of judgment made by a responsible employee or officer, unless the Trustee shall have been negligent in ascertaining the pertinent facts. (c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. (d) The Trustee shall not be liable for any action taken by it and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, except for actions arising from the negligence or intentional misconduct of the Trustee. The permissive right of the Trustee to do things enumerated hereunder shall not be construed as a mandatory duty. (e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until a Responsible Officer shall have actual knowledge thereof, or shall have received written notice thereof from the Successor Agency at its Principal Corporate Trust Office. In the absence of such actual knowledge or notice, the Trustee may conclusively assume that no default has occurred and is continuing under this Indenture. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of an Event of Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee may rely conclusively on the Successor Agency's certificates to establish the Successor Agency's compliance with its financial covenants hereunder, including, without limitation, its covenants regarding the deposit of Tax Revenues into the Debt Service Fund and the investment and application of moneys (other than its covenants to transfer such moneys to the Trustee when due hereunder). The Trustee shall have no liability or obligation to the Bond Owners with respect to the payment of debt service by the Successor Agency or with respect to the observance or performance by the Successor Agency to the other conditions, covenants and terms contained in this Indenture, or with respect to the investment of any moneys in any fund or account established, held or maintained by the Successor Agency pursuant to this Indenture or otherwise. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee shall be entitled to interest on all amounts advanced by it at the maximum rate permitted by law. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers and shall be entitled to opinion and advice of counsel concerning all matters of trust and its duties hereunder. -37- The Trustee shall have no responsibility, opinion, or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. Before taking any action under Article VIII or this Article at the written request of a majority of the Owners, the Trustee may require that a satisfactory indemnity bond be furnished by the Owners for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any action so taken. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds. The Trustee shall not be accountable for the use or application by the Successor Agency or any other party of any funds which the Trustee has released in accordance with the terms of this Indenture. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees, agents and attorneys. Whether or not expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of the Trustee shall be subject to the provisions of this Article VI. The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. Section 6.04. Right to Rely on Documents and Opinions. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, facsimile transmission, electronic mail, opinion or other paper or document believed by it to be genuine and to have been signed or prescribed by the proper party or parties, and shall not be required to make any investigation into the facts or matters contained thereon. The Trustee may consult with counsel, including, without limitation, counsel of or to the Successor Agency, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in accordance therewith. Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the Successor Agency, which shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture in reliance upon such Written Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. The Trustee may conclusively rely on any certificate or Report of any Independent Accountant or Independent Redevelopment Consultant appointed by the Successor Agency. -38- The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee acts upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Section 6.05. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession as provided in Section 6.08 hereof and shall be subject at all reasonable times upon reasonable notice to the inspection of the Successor Agency and any Owner, and their agents and representatives duly authorized in writing, during regular business hours and under reasonable conditions. Section 6.06. Compensation and Indemnification. The Successor Agency shall pay to the Trustee from time to time reasonable compensation for all services rendered under this Indenture in accordance with the letter proposal from the Trustee approved by the Successor Agency and also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys (including the allocated costs and disbursement of in- house counsel to the extent such services are not redundant with those provided by outside counsel), agents and employees, incurred in and about the performance of its powers and duties under this Indenture. The Trustee shall have a first lien on the Tax Revenues and all funds and accounts held by the Trustee hereunder to secure the payment to the Trustee of all fees, costs and expenses, including reasonable compensation to its experts, attorneys and counsel (including the allocated costs and disbursement of in-house counsel to the extent such services are not redundant with those provided by outside counsel). The Successor Agency further covenants and agrees to indemnify, defend and save the Trustee and its officers, directors, agents and employees, harmless from and against any loss, expense and liabilities, including legal fees and expenses, which it may incur arising out of or in connection with the exercise and performance of its powers and duties hereunder, including the costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or intentional misconduct of the Trustee, its officers, directors, agents or employees. The obligations of the Successor Agency and the rights of the Trustee under this Section 6.06 shall survive resignation or removal of the Trustee under this Indenture and payment of the Bonds and discharge of this Indenture. Section 6.07. Deposit and Investment of Moneys in Funds. Subject to the provisions of Article V hereof, all moneys held by the Trustee in the Debt Service Fund, Costs of Issuance Fund or the Redemption Account, shall, at the written direction of the Successor Agency, be invested only in Permitted Investments. If the Trustee receives no written directions from the Successor Agency as to the investment of moneys held in any fund or account, the Trustee shall request such written direction from the Successor Agency and, pending receipt of instructions, shall invest such moneys solely in Permitted Investments described in subsection (d) of the -39- definition thereof; provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall have received a written direction from the Successor Agency specifying a specific money market fund and, if no such written direction is so received, the Trustee shall hold such moneys uninvested. (a) Moneys in the Redevelopment Obligation Retirement Fund shall be invested by the Successor Agency only in obligations permitted by the Law which will by their terms mature not later than the date the Successor Agency estimates the moneys represented by the particular investment will be needed for withdrawal from the Redevelopment Obligation Retirement Fund. (b) Moneys in the Interest Account, the Principal Account, the Sinking Account and the Redemption Account of the Debt Service Fund shall be invested only in obligations which will by their terms mature on such dates as to ensure that before each interest and principal payment date, there will be in such account, from matured obligations and other moneys already in such account, cash equal to the interest and principal payable on such payment date. (c) Moneys in the Reserve Account shall be invested in (i) obligations which will by their terms mature on or before the date of the final maturity of the Bonds or five (5) years from the date of investment, whichever is earlier or (ii) an investment agreement which permits withdrawals or deposits without penalty at such time as such moneys will be needed or in order to replenish the Reserve Account. Obligations purchased as an investment of moneys in any of the funds or accounts shall be deemed at all times to be a part of such respective Fund or Account and the interest accruing thereon and any gain realized from an investment shall be credited to such Fund or Account and any loss resulting from any authorized investment shall be charged to such Fund or Account without liability to the Trustee. The Successor Agency or the Trustee, as the case may be, shall sell or present for redemption any obligation purchased whenever it shall be necessary to do so in order to provide moneys to meet any payment or transfer from such Fund or Account as required by this Indenture and shall incur no liability for any loss realized upon such a sale. All interest earnings received on any monies invested in the Interest Account, the Principal Account, the Sinking Account, the Redemption Account or the Reserve Account, to the extent they exceed the amount required to be in such Account, shall be transferred on each Interest Payment Date to the Debt Service Fund. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section 6.07. The Trustee shall not be responsible or liable for any loss suffered in connection with any investment of funds made by it in accordance with Section 6.07 hereof. The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Successor Agency, at least monthly, cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder. The value of Permitted Investments shall be determined as follows: (i) as to investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such -40- investments so published on or most recently prior to such time of determination; (ii) as to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at such time of determination for such investments by any two nationally recognized government securities dealers (selected by the Successor Agency in its absolute discretion) at the time making a market in such investments or the bid price published by a nationally recognized pricing service; (iii) as to certificates of deposit and bankers acceptances: the face amount thereof, plus accrued interest; and (iv) as to any investment not specified above: the value thereof established by prior agreement between the Successor Agency and the Trustee. If more than one provision of this definition of "value" shall apply at any time to any particular investment, the value thereof at such time shall be determined in accordance with the provision establishing the lowest value for such investment; provided, notwithstanding the foregoing, in making any valuations hereunder, the Trustee may utilize and conclusively rely upon such pricing services as may be regularly available to it, including, without limitation, those within its regular accounting system. Section 6.08. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which complete and accurate entries shall be made of all transactions relating to the proceeds of the Bonds made by it and all funds and accounts held by the Trustee established pursuant to this Indenture. Such books of record and account shall be available for inspection by the Successor Agency upon reasonable prior notice, at reasonable hours and under reasonable circumstances. The Trustee shall furnish to the Successor Agency, at least monthly, an accounting of all transactions in the form of its customary statements relating to the proceeds of the Bonds and all funds and accounts held by the Trustee pursuant to this Indenture and which include detail for all investment transactions effected by the Trustee or brokers selected by the Successor Agency. Upon the Successor Agency's election, such statements will be delivered via the Trustee's online service and upon electing such service, paper statements will be provided only upon request. The Successor Agency waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The Successor Agency further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker. The Trustee shall maintain and store such records for a period of one year after the stated maturity of the Bonds. Section 6.09. Appointment of Co -Trustee or Agent. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate trustee or co -trustee. The following provisions of this Section 6.09 are adopted to these ends. In the event that the Trustee appoints an additional individual or institution as a separate or co -trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co -trustee but only to the extent necessary to enable such separate or co- -41- trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co -trustee shall run to and be enforceable by either of them; provided, however, in no event shall the Trustee be responsible or liable for the acts or omissions of any co -trustee. Should any instrument in writing from the Successor Agency be required by the separate trustee or co -trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Successor Agency. In case any separate trustee or co -trustee, or a successor to either, shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co -trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co -trustee. Section 6.10. Other Transactions with Successor Agency. The Trustee, either as principal or agent, may engage in or be interested in any financial or other transaction with the Successor Agency. -42- ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 7.01. Amendment. This Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption, without the consent of any Owners, to the extent permitted by law and only for any one or more of the following purposes: (a) to add to the covenants and agreements of the Successor Agency in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Successor Agency; or (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Successor Agency may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not, in the reasonable determination of the Successor Agency, materially adversely affect the interests of the Owners; or (c) to provide for the issuance of Parity Debt in accordance with Section 3.05; 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 nationally recognized bond counsel. Except as set forth in the preceding paragraph, this Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding when the written consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner of such Bond, or (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification. In no event shall any Supplemental Indenture modify any of the rights or obligations of the Trustee without its prior written consent. In addition, the Trustee shall be provided an opinion of counsel concerning the Supplemental Indenture's lack of any material adverse effect on the Owners and that all conditions precedent for any supplement or amendment have been satisfied. The Municipal Bond Insurer shall have the right to consent to amendments and supplements to this Indenture as provided in Article X hereof. 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. -43- 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 determine that any or all of the Bonds shall bear a notation, by endorsement in form approved by the Successor Agency, as to such amendment or modification and in that case upon demand of the Successor Agency, the Owners of such Bonds shall present such Bonds for that purpose at the Principal Corporate Trust Office, and thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such notation, the Successor Agency may determine that new Bonds shall be prepared at the expense of the Successor Agency and executed in exchange for any or all of the Bonds, and in that case, upon demand of the Successor Agency, the Owners of the Bonds shall present such Bonds for exchange at the Principal Corporate Trust Office, without cost to such Owners. Section 7.04. Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Owner from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond and the Municipal Bond Insurer consents thereto. -44- ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 8.01. Events of Default. The following events shall constitute Events of Default hereunder: (a) if default shall be made by the Successor Agency in the due and punctual payment of the principal or sinking fund payment of or interest or redemption premium (if any) on any Bond or any Parity Debt when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) if default shall be made by the Successor Agency in the observance of any of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, other than a default described in the preceding clause (a), and such default shall have continued for a period of sixty (60) days following receipt by the Successor Agency of written notice from the Trustee or any Owner of the occurrence of such default provided that if in the reasonable opinion of the Successor Agency the failure stated in the notice can be corrected, but not within such 60 day period, such failure will not constitute an event of default if corrective action is instituted by the Successor Agency within such 60 day period and the Successor Agency thereafter diligently and in good faith cures such failure within 120 days; or (c) if the Successor Agency files a petition seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction will approve a petition seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will approve a petition, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will assume custody or control of the Successor Agency or of the whole or any substantial part of its property. Section 8.02. Remedies of Bondowners. Any Bondowner shall have the right, for the equal benefit and protection of all Bondowners similarly situated: (a) by mandamus, suit, action or proceeding, to compel the Successor Agency and its Board members, officers, agents or employees to perform each and every term, provision and covenant contained in this Indenture and in the Bonds, and to require the carrying out of any or all such covenants and agreements of the Successor Agency and the fulfillment of all duties imposed upon it; (b) by suit, action or proceeding in equity, to enjoin any acts or things which are unlawful, or the violation of any of the Bondowners' rights; or (c) upon the happening of any Event of Default, by suit, action or proceeding in any court of competent jurisdiction, to require the Successor Agency and its Board members and employees to account as if it and they were the trustees of an express trust. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Bondowner any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of any Bondowner thereof, or to -45- authorize the Trustee to vote in respect of the claim of any Bondowner in any such proceeding without the approval of the Bondowners so affected. Section 8.03. Application of Funds . All of the Tax Revenues and all sums in the funds and accounts established and held by the Trustee hereunder upon the date of the declaration of, and during the continuation of, an Event of Default, and all sums thereafter received by the Trustee hereunder, shall be applied by the Trustee in the following order: First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in exercising the rights and remedies set forth in this Article VIII, including reasonable compensation to its agents, attorneys (including the allocated costs and disbursements of its in-house counsel to the extent such services are not redundant with those provided by outside counsel) and counsel and any outstanding fees, expenses of the Trustee; Second, to the payment of the whole amount then owing and unpaid upon the Bonds for principal and interest, with interest on the overdue principal and installments of interest at the net effective rate then borne by the Outstanding Bonds (to the extent that such interest on overdue installments of principal and interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest; and Third, to pay amounts owed the Municipal Bond Insurer in connection with the Municipal Bond Insurance Policy and the Reserve Policy. Section 8.04. Limitation on Owner's Right to Sue. No Owner of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made Written Request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such Written Request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it being understood and intended that no one or more Owners shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds. The right of any Owner of any Bond to receive payment of the principal of (and premium, if any) and interest on such Bond as herein provided, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section 8.04 or any other provision of this Indenture. -46- Section 8.05. Non -Waiver. Nothing in this Article VIII or in any other provision of this Indenture or in the Bonds, shall affect or impair the obligation of the Successor Agency, which is absolute and unconditional, to pay from the Tax Revenues and other amounts pledged hereunder, the principal of and interest and redemption premium (if any) on the Bonds to the respective Owners on the respective Interest Payment Dates, as herein provided, or affect or impair the right of action, which is also absolute and unconditional, of the Owners or the Trustee to institute suit to enforce such payment by virtue of the contract embodied in the Bonds. A waiver of any default by any Owner or the Trustee shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners and the Trustee by the Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners and the Trustee. If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to the Owners or the Trustee, the Successor Agency, the Trustee and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 8.06. Actions by Trustee as Attorney -in -Fact. Any suit, action or proceeding which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners similarly situated and the Trustee is hereby appointed (and the successive respective Owners by taking and holding the Bonds or Parity Debt shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact; provided, however, the Trustee shall have no duty or obligation to exercise any such right or remedy unless it has been indemnified to its satisfaction from any loss, liability or expense (including fees and expenses of its outside counsel and the allocated costs and disbursements of its in-house counsel). Section 8.07. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Law or any other law. The exercise of remedies hereunder shall be subject to the rights of the Municipal Bond Insurer under Article IX hereof. Section 8.08. Parties Interested Herein. Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Successor Agency, the Trustee, the Municipal Bond Insurer, their officers, employees and agents, and the Owners any right, remedy or claim under or by reason of this Indenture, or any covenant, condition or stipulation of this Indenture, and all covenants, stipulations, promises and agreements in this Indenture shall be for the sole and exclusive benefit of the Successor Agency, the Trustee, their officers, employees and agents, and the Owners. -47- ARTICLE IX PROVISIONS RELATING TO THE MUNICIPAL BOND INSURER AND THE MUNICIPAL BOND INSURANCE POLICY Section 9.01. Provisions Relating to the Municipal Bond Insurer and the Municipal Bond Insurance Policy. [to come] -48- ARTICLE X MISCELLANEOUS Section 10.01. Benefits Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Successor Agency, the Trustee, the Municipal Bond Insurer 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, the Municipal Bond Insurer and the Owners. Section 10.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the Successor Agency or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Successor Agency or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 10.03. Discharge of Indenture. If the Successor Agency shall pay and discharge the entire indebtedness on all Bonds or any portion thereof in any one or more of the following ways: (a) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on all or the applicable portion of Outstanding Bonds, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee or an escrow agent, in trust or in escrow, as applicable, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established pursuant to this Indenture, is fully sufficient to pay all or the applicable portion of Outstanding Bonds, including all principal, interest and redemption premiums, or; (c) by irrevocably depositing with the Trustee or an escrow agent, in trust or in escrow, as applicable, Defeasance Obligations in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds or the applicable portion of (including all principal, interest and redemption premiums) at or before maturity; and, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given pursuant to Section 2.03(c) or provision satisfactory to the Trustee shall have been made for the giving of such notice, then, at the election of the Successor Agency, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Tax Revenues and other funds provided for in this Indenture and all other obligations of the Trustee and the Successor Agency under this Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable, with respect to that portion of the Bonds which has been paid and discharged, except only (a) the covenants of the Successor Agency hereunder with respect to the Code, (b) the obligation of the Trustee to transfer and exchange Bonds hereunder, (c) the obligations of the Successor Agency under Section 6.06 hereof, and (d) the obligation of the Successor Agency to pay or cause to be paid to the Owners, from the amounts -49- so deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses and costs of the Trustee. In the event the Successor Agency shall, pursuant to the foregoing provision, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall be authorized to take such actions and execute and deliver to the Successor Agency all such instruments as may be necessary or desirable to evidence such discharge, including, without limitation, selection by lot of Bonds of any maturity of the Bonds that the Successor Agency has determined to pay and discharge in part. In the case of a defeasance or payment of all of the Bonds Outstanding, any funds thereafter held by the Trustee which are not required for said purpose or for payment of amounts due to the Trustee pursuant to Section 6.06 shall be paid over to the Successor Agency. Section 10.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Indenture may require or permit to be executed by any Owner may be in one or more instruments of similar tenor, and shall be executed by such Owner in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The ownership of Bonds and the amount, maturity, number and date of ownership thereof shall be proven by the Registration Books. Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Successor Agency or the Trustee and in accordance therewith, provided, however, that the Trustee shall not be deemed to have knowledge that any Bond is owned by or for the account of the Successor Agency unless the Successor Agency is the registered Owner or the Trustee has received written notice that any other registered Owner is such an affiliate. Section 10.05. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Successor Agency or the City (but excluding Bonds held in any employees' retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Upon request of the Trustee, the Successor Agency shall specify to the Trustee those Bonds disqualified pursuant to this Section 10.05. Section 10.06. Waiver of Personal Liability. No member of the governing board, officer, agent or employee of the Successor Agency shall be individually or personally liable for the payment of the principal of or interest or any premium on the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 10.07. Destruction of Canceled Bonds. Whenever in this Indenture provision is made for the surrender to the Trustee of any Bonds which have been paid or canceled pursuant -50- to the provisions of this Indenture, the Trustee shall destroy such bonds and upon request of the Successor Agency provide the Successor Agency a certificate of destruction. Section 10.08. Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by first class, registered or certified mail, postage prepaid, or sent by overnight mail, courier, fax or other electronic transmission, addressed as follows: If to the Successor Agency: Successor Agency to the Temecula Redevelopment Agency c/o City of Temecula 41000 Main Street Temecula, CA 92590 Attn: Director of Finance If to the Trustee: U.S. Bank National Association 633 W. Fifth Street, 24th Floor Los Angeles, CA 90071 Attention: Corporate Trust Services Reference: If to the Municipal Bond Insurer: The Successor Agency and the Trustee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Notices to the Municipal Bond Insurer shall be provided as required by Sections 9.01(), () and (). Section 10.09. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Indenture shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The Successor Agency hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the Trustee is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Trustee hereunder shall, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof, be assumed by and vest in the Treasurer of the Successor Agency in trust for the benefit of the Owners. The Successor Agency covenants for the direct benefit of the Owners that its Treasurer in such case shall be vested with all of the rights and powers of the Trustee hereunder, and shall assume all of the responsibilities and perform all of the duties of the Trustee hereunder, in trust for the benefit of the Bonds, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof. Section 10.10. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any money held by the Trustee for the payment and discharge of the interest or premium (if any) on or principal of the Bonds which remains unclaimed for two (2) years -51- after the date when the payments of such interest, premium and principal have become payable, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when the interest and premium (if any) on and principal of such Bonds have become payable, shall be repaid by the Trustee to the Successor Agency as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the Successor Agency for the payment of the principal of and interest and redemption premium (if any) on of such Bonds. Section 10.11. Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 10.12. Governing Law. This Indenture shall be construed and governed in accordance with the laws of the State applicable to covenants made and performed in the State. [Remainder of page intentionally left blank] -52- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, has caused this Indenture to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written. ATTEST By: Secretary to the Successor Agency Approved as to form: By: Successor Agency General Counsel 19139.01:114756 S-1 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, Executive Director U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer NUMBER R - EXHIBIT A FORM OF 2017A BOND United States of America State of California County of Riverside SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAX ALLOCATION REFUNDING BOND, SERIES 2017A INTEREST RATE MATURITY DATE DATED DATE CUSIP December 15, 2017 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, a public body duly organized and existing under and by virtue of the laws of the State of California (the "Successor Agency"), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the "Registered Owner"), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond, unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of business on the first (1st) day of the month during which an Interest Payment Date occurs (the "Record Date"), in which event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on or before June 1, 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 each June 15 and December 15, commencing June 15, 2018 (each an "Interest Payment Date"), calculated on the basis of 360 -day year comprised of twelve 30 -day months. Principal hereof and premium, if any, upon early redemption hereof are payable upon surrender of this Bond at the Principal Corporate Trust Office (as such term is defined in the Indenture) of U.S. Bank National Association, as trustee (the "Trustee"), or at such other place as designated by the Trustee. Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check of the Trustee mailed by first class mail, postage prepaid, on the Interest Payment Date to the Registered Owner hereof at the Registered Owner's address as it appears on the registration books maintained by the Trustee as of the Record Date for which such Interest Payment Date occurs; provided however, that payment of interest may be by wire transfer to an account in the United States of America to any registered A-1 owner of Bonds in the aggregate principal amount of $1,000,000 or more upon written instructions of any such registered owner filed with the Trustee for that purpose on or before the Record Date preceding the applicable Interest Payment Date. This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as "Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A" (the "Bonds"), of an aggregate principal amount of million hundred thousand dollars ($ ), all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates, or redemption and other provisions) and all issued pursuant to the provisions of section 34177.5 of the California Health and Safety Code and section 53580 et seq. of the California Government Code and pursuant to a resolution of the Successor Agency adopted on September 5, 2017, a resolution of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency, adopted on September 13, 2017, and an Indenture of Trust, dated as of 1, 2017, entered into by and between the Successor Agency and the Trustee (the "Indenture"), authorizing the issuance of the Bonds. The Indenture provides for the issuance of 2017B Bonds (as defined in the Indenture) that are secured under the Indenture on a parity with the Bonds. Additional bonds or other obligations (referred to in the Indenture as "Parity Debt") may be issued on a parity with the Bonds and the 2017B Bonds, but only subject to the terms of the Indenture. Reference is hereby made to the Indenture (copies of which are on file at the office of the Successor Agency) and all indentures supplemental thereto and to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Redevelopment Law") for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Tax Revenues (as that term is defined in the Indenture), and the rights thereunder of the registered owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Successor Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. The Bonds are being issued for the purpose of (a) providing funds to the Successor Agency to refund certain outstanding bonds issued by the former Redevelopment Agency of the City of Temecula (the "Former Agency"), as identified in the Indenture, (b) paying a portion of the cost of a reserve fund insurance policy for the Bonds and the 2017B Bonds, and (c) paying a portion of the costs of issuing the Bonds and the 2017B Bonds. The Bonds are special obligations of the Successor Agency and this Bond and the interest hereon and on all other Bonds and the interest thereon (to the extent set forth in the Indenture), are payable from, and are secured by a pledge of, security interest in and lien on the Tax Revenues being the moneys deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (b) of section 34170.5 of the California Health and Safety Code, as provided in paragraph (2) of subdivision (a) of section 34183 of the California Health and Safety Code. If, and to the extent, that the provisions of section 34172 or paragraph (2) of subdivision (a) of section 34183 the California Health and Safety Code are invalidated by a final judicial decision, then Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to section 33670 of the California Health and Safety Code or such other section as may be in effect at the time providing for the allocation of tax increment revenues in accordance with Article XVI, Section 16 of the California Constitution. There has been created and will be maintained by the Successor Agency, the Redevelopment Obligation Retirement Fund (as defined in the Indenture) into which Tax Revenues shall be deposited and from which the Successor Agency shall transfer amounts to the Trustee for payment of the principal of and the interest and redemption premium, if any, on A-2 the Bonds, the 2017B Bonds and any future Parity Debt when due. As and to the extent set forth in the Indenture, all such Tax Revenues are exclusively and irrevocably to and constitute a trust fund, in accordance with the terms hereof and the provisions of the Indenture and the Redevelopment Law, for the security and payment or redemption of, including any premium upon early redemption, and for the security and payment of interest on, the Bonds, the 2017B Bonds and any future Parity Debt. In addition, the Bonds, the 2017B Bonds and any future Parity Debt are additionally secured at all times by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Redevelopment Obligation Retirement Fund, the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account and the Redemption Account (as such terms are defined in the Indenture). The Bonds and the 2017B Bonds (and not any Parity Debt) are also secured by an exclusive pledge of, security interest in and lien on amounts in the Reserve Account (as defined in the Indenture). Except for the Tax Revenues and such moneys, no funds or properties of the Successor Agency shall be to, or otherwise liable for, the payment of principal of or interest or redemption premium, if any, on the Bonds. The Bonds maturing on or before December 15, , are not subject to optional redemption prior to maturity. The Bonds maturing on or after December 15, , are subject to redemption, at the option of the Successor Agency on any date on or after December 15, , as a whole or in part, by such maturities as shall be determined by the Successor Agency (and, in lieu of such determination, pro rata among maturities), and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount thereof, together with accrued interest to the date fixed for redemption, without premium. The Bonds maturing on December 15, , are also subject to mandatory redemption from sinking fund payments made by the Successor Agency, in part by lot, on December 15, , and on each December 15 thereafter, to and including December 15, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, as set forth in the following table: Redemption Date (December 15) Principal Amount The Bonds maturing on December 15, , are also subject to mandatory redemption from sinking fund payments made by the Successor Agency, in part by lot, on December 15, , and on each December 15 thereafter, to and including December 15, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, as set forth in the following table: Redemption Date (December 15) Principal Amount A-3 As provided in the Indenture, notice of redemption shall be given no less than twenty (20) (or such other minimum number of days as required by the Indenture) nor more than sixty (60) days prior to the redemption date to the respective registered owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books maintained by the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. Notices of optional redemption may be conditioned upon receipt by the Trustee of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the Trustee does not receive sufficient funds by the scheduled redemption date the redemption shall not occur and the Bonds for which notice of redemption was given shall remain outstanding for all purposes of the Indenture. If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. 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 maturity. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Principal Corporate Trust Office of the Trustee, but only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of any authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Trustee may refuse to transfer or exchange (a) any Bonds during the fifteen (15) days prior to the date established for the selection of Bonds for redemption, or (b) any Bonds selected for redemption. The Successor Agency and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be affected by any notice to the contrary. The rights and obligations of the Successor Agency and the registered owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the currency provided herein of any Bond without the express written consent of the registered owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee. This Bond is not a debt of the City of Temecula, the State of California, or any of its political subdivisions (other than the Successor Agency to the limited extent set forth in the Indenture), and neither said City nor said State or any political subdivision thereof (other than the Successor Agency to the limited extent set forth in the Indenture) is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than those of the Successor Agency. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. A-4 It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the Redevelopment Law and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescribed by the Redevelopment Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. Unless this certificate is presented by an authorized representative of The Depository Trust Company; a New York corporation ("DTC"), to the Successor Agency or the Trustee for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have been manually signed by the Trustee. A-5 IN WITNESS WHEREOF, the Successor Agency to the Temecula Redevelopment Agency has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Chair and attested by the facsimile signature of its Secretary, all as of Dated Date stated above. SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Chair ATTEST: By: Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within -mentioned Indenture. Authentication Date: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory A-6 ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint attorney, to transfer the same on the registration books of the Trustee, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad -15. A-7 NOTICE: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. STATEMENT OF INSURANCE [to come] A-8 NUMBER R - EXHIBIT B FORM OF 2017B BOND United States of America State of California County of Riverside SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAXABLE TAX ALLOCATION REFUNDING BOND, SERIES 2017B INTEREST RATE MATURITY DATE DATED DATE CUSIP December 15, 2017 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, a public body duly organized and existing under and by virtue of the laws of the State of California (the "Successor Agency"), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the "Registered Owner"), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond, unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of business on the first (1st) day of the month during which an Interest Payment Date occurs (the "Record Date"), in which event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on or before June 1, 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 each June 15 and December 15, commencing June 15, 2018 (each an "Interest Payment Date"), calculated on the basis of 360 -day year comprised of twelve 30 -day months. Principal hereof and premium, if any, upon early redemption hereof are payable upon surrender of this Bond at the Principal Corporate Trust Office (as such term is defined in the Indenture) of U.S. Bank National Association, as trustee (the "Trustee"), or at such other place as designated by the Trustee. Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check of the Trustee mailed by first class mail, postage prepaid, on the Interest Payment Date to the Registered Owner hereof at the Registered Owner's address as it appears on the registration books maintained by the Trustee as of the Record Date for which such Interest Payment Date occurs; provided however, that payment of interest may be by wire transfer to an account in the United States of America to any registered B-1 owner of Bonds in the aggregate principal amount of $1,000,000 or more upon written instructions of any such registered owner filed with the Trustee for that purpose on or before the Record Date preceding the applicable Interest Payment Date. This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as "Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B" (the "Bonds"), of an aggregate principal amount of million hundred thousand dollars ($ ), all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates, or redemption and other provisions) and all issued pursuant to the provisions of section 34177.5 of the California Health and Safety Code and section 53580 et seq. of the California Government Code and pursuant to a resolution of the Successor Agency adopted on September 5, 2017, a resolution of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency, adopted on September 13, 2017, and an Indenture of Trust, dated as of 1, 2017, entered into by and between the Successor Agency and the Trustee (the "Indenture"), authorizing the issuance of the Bonds. The Indenture provides for the issuance of 2017B Bonds (as defined in the Indenture) that are secured under the Indenture on a parity with the Bonds. Additional bonds or other obligations (referred to in the Indenture as "Parity Debt") may be issued on a parity with the Bonds and the 2017A Bonds, but only subject to the terms of the Indenture. Reference is hereby made to the Indenture (copies of which are on file at the office of the Successor Agency) and all indentures supplemental thereto and to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Redevelopment Law") for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Tax Revenues (as that term is defined in the Indenture), and the rights thereunder of the registered owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Successor Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. The Bonds are being issued for the purpose of (a) providing funds to the Successor Agency to refund certain outstanding bonds issued by the former Redevelopment Agency of the City of Temecula (the "Former Agency"), as identified in the Indenture, (b) paying a portion of the cost of a reserve fund insurance policy for the Bonds and the 2017A Bonds, and (c) paying a portion of the costs of issuing the Bonds and the 2017A Bonds. The Bonds are special obligations of the Successor Agency and this Bond and the interest hereon and on all other Bonds and the interest thereon (to the extent set forth in the Indenture), are payable from, and are secured by a pledge of, security interest in and lien on the Tax Revenues being the moneys deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (b) of section 34170.5 of the California Health and Safety Code, as provided in paragraph (2) of subdivision (a) of section 34183 of the California Health and Safety Code. If, and to the extent, that the provisions of section 34172 or paragraph (2) of subdivision (a) of section 34183 the California Health and Safety Code are invalidated by a final judicial decision, then Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to section 33670 of the California Health and Safety Code or such other section as may be in effect at the time providing for the allocation of tax increment revenues in accordance with Article XVI, Section 16 of the California Constitution. There has been created and will be maintained by the Successor Agency, the Redevelopment Obligation Retirement Fund (as defined in the Indenture) into which Tax Revenues shall be deposited and from which the Successor Agency shall transfer amounts to B-2 the Trustee for payment of the principal of and the interest and redemption premium, if any, on the Bonds, the 2017A Bonds and any future Parity Debt when due. As and to the extent set forth in the Indenture, all such Tax Revenues are exclusively and irrevocably to and constitute a trust fund, in accordance with the terms hereof and the provisions of the Indenture and the Redevelopment Law, for the security and payment or redemption of, including any premium upon early redemption, and for the security and payment of interest on, the Bonds, the 2017A Bonds and any future Parity Debt. In addition, the Bonds, the 2017A Bonds and any future Parity Debt are additionally secured at all times by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Redevelopment Obligation Retirement Fund, the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account and the Redemption Account (as such terms are defined in the Indenture). The Bonds and the 2017A Bonds (and not any Parity Debt) are also secured by an exclusive pledge of, security interest in and lien on amounts in the Reserve Account (as defined in the Indenture). Except for the Tax Revenues and such moneys, no funds or properties of the Successor Agency shall be to, or otherwise liable for, the payment of principal of or interest or redemption premium, if any, on the Bonds. The Bonds maturing on or before December 15, , are not subject to optional redemption prior to maturity. The Bonds maturing on or after December 15, , are subject to redemption, at the option of the Successor Agency on any date on or after December 15, , as a whole or in part, by such maturities as shall be determined by the Successor Agency (and, in lieu of such determination, pro rata among maturities), and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount thereof, together with accrued interest to the date fixed for redemption, without premium. The Bonds maturing on December 15, , are also subject to mandatory redemption from sinking fund payments made by the Successor Agency, in part by lot, on December 15, and on each December 15 thereafter, to and including December 15, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, as set forth in the following table: Redemption Date (December 15) Principal Amount The Bonds maturing on December 15, , are also subject to mandatory redemption from sinking fund payments made by the Successor Agency, in part by lot, on December 15, and on each December 15 thereafter, to and including December 15, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, as set forth in the following table: Redemption Date (December 15) Principal Amount B-3 As provided in the Indenture, notice of redemption shall be given no less than twenty (20) (or such other minimum number of days as required by the Indenture) nor more than sixty (60) days prior to the redemption date to the respective registered owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books maintained by the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. Notices of optional redemption may be conditioned upon receipt by the Trustee of sufficient moneys to redeem the Bonds on the anticipated redemption date, and if the Trustee does not receive sufficient funds by the scheduled redemption date the redemption shall not occur and the Bonds for which notice of redemption was given shall remain outstanding for all purposes of the Indenture. If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. 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 maturity. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Principal Corporate Trust Office of the Trustee, but only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of any authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Trustee may refuse to transfer or exchange (a) any Bonds during the fifteen (15) days prior to the date established for the selection of Bonds for redemption, or (b) any Bonds selected for redemption. The Successor Agency and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be affected by any notice to the contrary. The rights and obligations of the Successor Agency and the registered owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the currency provided herein of any Bond without the express written consent of the registered owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee. This Bond is not a debt of the City of Temecula, the State of California, or any of its political subdivisions (other than the Successor Agency to the limited extent set forth in the Indenture), and neither said City nor said State or any political subdivision thereof (other than the Successor Agency to the limited extent set forth in the Indenture) is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than those of the Successor Agency. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. B-4 It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the Redevelopment Law and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescribed by the Redevelopment Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. Unless this certificate is presented by an authorized representative of The Depository Trust Company; a New York corporation ("DTC"), to the Successor Agency or the Trustee for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have been manually signed by the Trustee. B-5 IN WITNESS WHEREOF, the Successor Agency to the Temecula Redevelopment Agency has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Chair and attested by the facsimile signature of its Secretary, all as of Dated Date stated above. SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Chair ATTEST: By: Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within -mentioned Indenture. Authentication Date: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory B-6 ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint attorney, to transfer the same on the registration books of the Trustee, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17 Ad -15. B-7 NOTICE: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. STATEMENT OF INSURANCE [to come] B-8 Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank dated as of 1, 2017 relating to: Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds 19139.01:114737/2002 ESCROW AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of this 1st day of , 2017, by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the escrow hereby created, as trustee with respect to the hereinafter described 2002 Bonds and as escrow bank hereunder (the "Escrow Bank"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, the Former Agency has previously issued its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds (the "2002 Bonds"); WHEREAS, the 2002 Bonds were issued pursuant to an indenture of trust, dated as of April 1, 2002 (the "Prior Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Prior Trustee"); WHEREAS, Sections 9.03 and 2.03(a) of the Prior Indenture allow for the defeasance and optional redemption, respectively, of the outstanding 2002 Bonds; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to provide for (a) the defeasance of the 2002 Bonds, and (b) the redemption of the outstanding 2002 Bonds on 2017 (the "Redemption Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to such date (the "Redemption Price"); WHEREAS, to raise funds necessary to effectuate such defeasance and refunding, and for other purposes, the Successor Agency has issued its Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2017 Bonds (the "2017 Trustee"); WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the escrow created hereby and to perform the duties and obligations to be undertaken by it pursuant to this Escrow Agreement. -1- AGREEMENT: NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: Section 1. Appointment of Escrow Bank. The Successor Agency hereby appoints the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank hereby accepts such appointment. Section 2. Establishment of Escrow Fund. There is hereby created by the Successor Agency with, and to be held by, the Escrow Bank, as security for the defeasance and redemption of the 2002 Bonds, as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the 2002 Bonds, said escrow to be designated the 2002 Bonds Escrow Fund (the "Escrow Fund"). All securities, investments and moneys in the Escrow Fund and the proceeds thereof are hereby irrevocably pledged for the benefit of the owners, from time to time, of the 2002 Bonds, to secure the payment of the Redemption Price of the 2002 Bonds due on the Redemption Date. In furtherance of the foregoing, all moneys deposited in the Escrow Fund shall constitute a special fund for the defeasance and redemption of the 2002 Bonds in accordance with the provisions of the Prior Indenture and this Escrow Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any legally available funds. Section 3. Deposit into Escrow Fund. (a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ , derived as follows: (i) from the proceeds of the 2017 Bonds, $ (ii) from amounts in the Reserve Account established under the Prior Indenture, $ ; and (iii) from amounts held by the Successor Agency, $ (b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the Defeasance Securities (as defined in the Prior Indenture) described in Exhibit D attached hereto (the "Escrowed Federal Securities"), and shall hold the remaining $ in cash, uninvested. The Escrowed Federal Securities shall be deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. (c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained in its opinion and accompanying schedules (the "Report") dated , 2017, that the Escrowed Federal Securities mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to provide for the redemption of the outstanding 2002 Bonds on the Redemption Date at the Redemption Price. -2- (d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full compliance with the provisions of this Escrow Agreement. (e) The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor Agency periodic transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder; provided that the Escrow Bank is not obligated to provide an accounting for any fund or account that (i) has a balance of $0.00 and (ii) has not had any activity since the last reporting date. Section 4. Instructions as to Application of Deposit; Defeasance Notice; Redemption Notice. (a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by the Escrow Bank for the sole purposes of redeeming the 2002 Bonds on the Redemption Date at the Redemption Price, all as shown on Exhibit A attached hereto. Following the redemption of the 2002 Bonds, the Escrow Bank shall transfer any moneys remaining in the Escrow Fund to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund referenced in the 2017 Indenture. (b) The Escrow Bank hereby acknowledges that the Successor Agency has heretofore given the Escrow Bank, as Prior Trustee, direction to provide a conditional notice of notice of redemption of the 2002 Bonds on the Redemption Date at the Redemption Price in accordance with the applicable provisions of the Prior Indenture and in the form of the redemption notice attached hereto as Exhibit B, and that the Fiscal Agent has so provided such notice of redemption of the 2002 Bonds to the registered owners thereof. (c) The Escrow Bank is hereby requested, and the Escrow Bank hereby agrees, to promptly give notice of the defeasance of the 2002 Bonds in the form of defeasance notice attached hereto as Exhibit C. Section 5. Application of Certain Prior Funds. The Escrow Bank, as Prior Trustee, is hereby directed by the Successor Agency to transfer from the Reserve Account established under the Prior Indenture, on the date of issuance of the 2017 Bonds, $ to the Escrow Fund. Section 6. Application of Certain Terms of Prior Indenture. All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the 2002 Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the Prior Indenture relating to the limitations from liability and protections afforded to the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Bank hereunder. Section 7. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. -3- Section 8. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Agreement unless the Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Successor Agency or its agents relating to any matter or action as Escrow Bank under this Escrow Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the moneys held hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the Escrowed Federal Securities and the uninvested moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow Agreement as to the Successor Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow 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 Escrow Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the Successor Agency. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Bank shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Escrow Bank e-mail or facsimile instructions (or instructions by a similar electronic method) 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 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 instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Bank, including without -4- limitation the risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against its own negligence or misconduct. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Bank. No provision of this Escrow 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 may execute any of the rights or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank with respect to the Escrow Fund. 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 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 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100%) in aggregate principal amount of the 2002 Bonds and National Public Finance Guarantee, successor to MBIA Insurance Corporation (the "Bond Insurer") shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, and without the consent of the Bond Insurer, and then only (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the Successor Agency and the Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect the interests of the owners of the 2002 Bonds or the 2017 Bonds, and that such amendment will not cause interest on the 2002 Bonds or the 2017 Bonds to become subject to federal income taxation. -5- Section 10. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the Office (as defined in the Prior Indenture) as specified by the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Indenture. Any notice to or demand upon the Successor Agency shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided for the "Agency" in the Prior Indenture (or such other address as may have been filed in writing by the Successor Agency or the Successor Agency with the Escrow Bank). Section 12. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the Prior Indenture, shall be the successor hereunder to the Escrow Bank without the execution or filing of any paper or any further act. Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. Section 14. Bond Insurer as Third Party Beneficiary. The Bond Insurer is an intended third party beneficiary of this Escrow Agreement, and is entitled to enforce the provisions of this Escrow Agreement. Section 15. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in California. -6- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY has caused this Escrow Agreement to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the escrow created hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer identified below, all as of the day and year first above written. 19139.01:114737/2002 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, Executive Director U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank and Prior Trustee By: Authorized Officer S-1 EXHIBIT A PAYMENT SCHEDULE FOR THE 2002 BONDS Payment Called Date Principal Interest Total Payment , 2017 $21,185,000.00 $ $ Exhibit A EXHIBIT B FORM OF NOTICE OF REDEMPTION CONDITIONAL NOTICE OF FULL/FINAL REDEMPTION OF Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds Maturity Amount Redemption Interest CUSIP Date Called Price(1) Rate Number(2) August 1, 2018 $ 685,000 100% 4.900% 87970F BP3 August 1, 2019 720,000 100 5.000 87970F BQ1 August 1, 2020 755,000 100 5.000 87970F BR9 August 1, 2027 6,485,000 100 5.125 87970F AW9 August 1, 2036 12,540,000 100 5.250 87970F AX7 NOTICE is hereby given that the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), has called conditionally for redemption on , 2017 (the "Redemption Date"), the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds, described above (the "Bonds"), at a price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption (the "Redemption Price"). The Bonds are being conditionally called for redemption on the Redemption Date subject to the provisions of the succeeding paragraph of this Conditional Notice of Full/ Final Redemption, and pursuant to the provisions of Section 2.03(a) of the Indenture of Trust, dated as of April 1, 2002 (the "Indenture"), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"), pursuant to which the Bonds were issued. This Conditional Notice of Full/Final Redemption, and the payment of the Redemption Price on the Redemption Date, is subject to the receipt of funds in an amount sufficient to pay in full the Redemption Price of all of the Bonds on or before the Redemption Date, resulting from a sale of refunding bonds of the Successor Agency, expected to close on or about , 2017. In the event such funds are not received by the Redemption Date, this Conditional Notice of Full/ Final Redemption shall be null and void and of no force and effect, and any Bonds delivered for redemption shall be returned to the respective owners thereof, and the Bonds shall remain outstanding under the Indenture as though this Conditional Notice of Full / Final Redemption had not been given. Notice of a failure to receive funds, and cancellation of this redemption, will be given by the Trustee to the registered owners of the Bonds. Subject to the foregoing, on the Redemption Date, the Redemption Price will become due and payable upon each Bond and interest with respect thereto shall cease to accrue from and after the Redemption Date. Accrued interest to be added. Neither the Successor Agency nor U.S. Bank National Association, as trustee, shall be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this Conditional Notice of Full/Final Redemption. They are included solely for convenience of the owners. Exhibit B Page 1 Payment of principal will be made upon presentation on and after the Redemption Date, at the following address: U.S. Bank Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 Owners of Bonds presenting their certificates in person for the same day payment must surrender their certificate by 1:00 p.m. on the prepayment date and a check will be available for pickup after 2:00 p.m. Checks not picked up by 4:30 p.m. will be mailed to the Bondholder by first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. Under applicable federal law, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment is made if the Bondowner's tax identification number is not properly certified. The Form W-9 may be obtained from the Internal Revenue Service. Dated: , 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee Exhibit B Page 2 EXHIBIT C NOTICE OF DEFEASANCE Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds Maturity Amount CUSIP Date Defeased Number* August 1, 2018 $ 685,000 87970F BP3 August 1, 2019 720,000 87970F BQ1 August 1, 2020 755,000 87970F BR9 August 1, 2027 6,485,000 87970F AW9 August 1, 2036 12,540,000 87970F AX7 NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), to the owners of the outstanding Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds, described above (the "Bonds"), that pursuant to the indenture of trust authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of 1, 2017, by and between the Successor Agency and U.S. Bank National Association, as escrow bank. As a result of such deposit, the Bonds are deemed to have been paid and defeased in accordance with the Indenture. The pledge of the funds provided for under the Indenture and all other obligations of the Successor Agency to the owners of the Bonds is now limited to the application of moneys in the Escrow Fund for the payment of the principal and interest on the Bonds as the same become due and payable as described below. The maturing U.S. Treasury securities, the interest thereon and the cash deposited in the Escrow Fund are calculated to provide sufficient moneys to redeem the Bonds in full on , 2017, at a redemption price equal to 100% of the principal thereof plus accrued interest to such date. DATED this day of , 2017 U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank * Neither the Successor Agency nor U.S. Bank National Association, as escrow bank, shall be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this Notice of Defeasance. They are included solely for convenience of the owners. Exhibit C EXHIBIT D SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Maturity Coupon Principal Price U.S. Treasury Note , 2017 % $ $ Exhibit D Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank dated as of 1, 2017 relating to: Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A 19139.01:114742 / 2006A ESCROW AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of this 1st day of , 2017, by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the escrow hereby created, as trustee with respect to the hereinafter described 2006A Bonds and as escrow bank hereunder (the "Escrow Bank"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, the Former Agency has previously issued its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A (the "2006A Bonds"); WHEREAS, the 2006A Bonds were issued pursuant to an indenture of trust, dated as of April 1, 2002, as amended and supplemented by a First Supplemental Indenture of Trust, dated as of December 1, 2006 (collectively, the "Prior Indenture"), each by and between the Former Agency and U.S. Bank National Association, as trustee (the "Prior Trustee"); WHEREAS, Sections 9.03 and 10.04(a) of the Prior Indenture allow for the defeasance and optional redemption, respectively, of the outstanding 2006A Bonds; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to provide for (a) the defeasance of the 2006A Bonds, and (b) the redemption of the outstanding 2006A Bonds on , 2017 (the "Redemption Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to such date (the "Redemption Price"); WHEREAS, to raise funds necessary to effectuate such defeasance and refunding, and for other purposes, the Successor Agency has issued its Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2017 Bonds (the "2017 Trustee"); WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the escrow created hereby and to perform the duties and obligations to be undertaken by it pursuant to this Escrow Agreement. -1- AGREEMENT: NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: Section 1. Appointment of Escrow Bank. The Successor Agency hereby appoints the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank hereby accepts such appointment. Section 2. Establishment of Escrow Fund. There is hereby created by the Successor Agency with, and to be held by, the Escrow Bank, as security for the defeasance and redemption of the 2006A Bonds, as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the 2006A Bonds, said escrow to be designated the 2006A Bonds Escrow Fund (the "Escrow Fund"). All securities, investments and moneys in the Escrow Fund and the proceeds thereof are hereby irrevocably pledged for the benefit of the owners, from time to time, of the 2006A Bonds, to secure the payment of the Redemption Price of the 2006A Bonds due on the Redemption Date. In furtherance of the foregoing, all moneys deposited in the Escrow Fund shall constitute a special fund for the defeasance and redemption of the 2006A Bonds in accordance with the provisions of the Prior Indenture and this Escrow Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any legally available funds. Section 3. Deposit into Escrow Fund. (a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ , derived as follows: (i) from the proceeds of the 2017 Bonds, $ (ii) from amounts in the Reserve Account established under the Prior Indenture, $ ; and (iii) from amounts held by the Successor Agency, $ (b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the Defeasance Securities (as defined in the Prior Indenture) described in Exhibit D attached hereto (the "Escrowed Federal Securities"), and shall hold the remaining $ in cash, uninvested. The Escrowed Federal Securities shall be deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. (c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained in its opinion and accompanying schedules (the "Report") dated , 2017, that the Escrowed Federal Securities mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to provide for the redemption of the outstanding 2006A Bonds on the Redemption Date at the Redemption Price. -2- (d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full compliance with the provisions of this Escrow Agreement. (e) The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor Agency periodic transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder; provided that the Escrow Bank is not obligated to provide an accounting for any fund or account that (i) has a balance of $0.00 and (ii) has not had any activity since the last reporting date. Section 4. Instructions as to Application of Deposit; Defeasance Notice; Redemption Notice. (a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by the Escrow Bank for the sole purposes of redeeming the 2006A Bonds on the Redemption Date at the Redemption Price, all as shown on Exhibit A attached hereto. Following the redemption of the 2006A Bonds, the Escrow Bank shall transfer any moneys remaining in the Escrow Fund to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund referenced in the 2017 Indenture. (b) The Escrow Bank hereby acknowledges that the Successor Agency has heretofore given the Escrow Bank, as Prior Trustee, direction to provide a conditional notice of notice of redemption of the 2006A Bonds on the Redemption Date at the Redemption Price in accordance with the applicable provisions of the Prior Indenture and in the form of the redemption notice attached hereto as Exhibit B, and that the Fiscal Agent has so provided such notice of redemption of the 2006A Bonds to the registered owners thereof. (c) The Escrow Bank is hereby requested, and the Escrow Bank hereby agrees, to promptly give notice of the defeasance of the 2006A Bonds in the form of defeasance notice attached hereto as Exhibit C. Section 5. Application of Certain Prior Funds. The Escrow Bank, as Prior Trustee, is hereby directed by the Successor Agency to transfer from the Reserve Account established under the Prior Indenture, on the date of issuance of the 2017 Bonds, $ to the Escrow Fund. Section 6. Application of Certain Terms of Prior Indenture. All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the 2006A Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the Prior Indenture relating to the limitations from liability and protections afforded to the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Bank hereunder. Section 7. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. -3- Section 8. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Agreement unless the Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Successor Agency or its agents relating to any matter or action as Escrow Bank under this Escrow Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the moneys held hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the Escrowed Federal Securities and the uninvested moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow Agreement as to the Successor Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow 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 Escrow Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the Successor Agency. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Bank shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Escrow Bank e-mail or facsimile instructions (or instructions by a similar electronic method) 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 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 instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Bank, including without -4- limitation the risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against its own negligence or misconduct. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Bank. No provision of this Escrow 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 may execute any of the rights or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank with respect to the Escrow Fund. 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 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 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100%) in aggregate principal amount of the 2006A Bonds and National Public Finance Guarantee, successor to MBIA Insurance Corporation (the "Bond Insurer") shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, and without the consent of the Bond Insurer, and then only (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the Successor Agency and the Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect the interests of the owners of the 2006A Bonds or the 2017 Bonds, and that such amendment will not cause interest on the 2006A Bonds or the 2017 Bonds to become subject to federal income taxation. -5- Section 10. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the Office (as defined in the Prior Indenture) as specified by the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Indenture. Any notice to or demand upon the Successor Agency shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided for the "Agency" in the Prior Indenture (or such other address as may have been filed in writing by the Successor Agency or the Successor Agency with the Escrow Bank). Section 12. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the Prior Indenture, shall be the successor hereunder to the Escrow Bank without the execution or filing of any paper or any further act. Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. Section 14. Bond Insurer as Third Party Beneficiary. The Bond Insurer is an intended third party beneficiary of this Escrow Agreement, and is entitled to enforce the provisions of this Escrow Agreement. Section 15. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in California. -6- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY has caused this Escrow Agreement to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the escrow created hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer identified below, all as of the day and year first above written. 19139.01:J14742/2006A SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, Executive Director U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank and Prior Trustee By: Authorized Officer S-1 EXHIBIT A PAYMENT SCHEDULE FOR THE 2006A BONDS Payment Called Date Principal Interest Total Payment , 2017 $14,965,000.00 $ $ Exhibit A EXHIBIT B FORM OF NOTICE OF REDEMPTION CONDITIONAL NOTICE OF FULL/FINAL REDEMPTION OF Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A Maturity Amount Redemption Interest CUSIP Date Called Price(1) Rate Number(2) August 1, 2018 $ 350,000 100% 4.000% 87970F CD9 August 1, 2019 360,000 100 4.000 87970F CE7 August 1, 2020 375,000 100 4.000 87970F CF4 August 1, 2021 390,000 100 4.000 87970F CG2 August 1, 2022 405,000 100 4.100 87970F CHO August 1, 2023 425,000 100 4.125 87970F CJ6 August 1, 2024 440,000 100 4.200 87970F CK3 August 1, 2025 460,000 100 4.200 87970F DCO August 1, 2030 2,600,000 100 4.250 87970F DD8 August 1, 2036 3,945,000 100 4.500 87970F CL1 August 1, 2038 5,215,000 100 4.500 87970F CM9 NOTICE is hereby given that the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), has conditionally called for redemption on , 2017 (the "Redemption Date"), the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A, described above (the "Bonds"), at a price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption (the "Redemption Price"). The Bonds are being conditionally called for redemption on the Redemption Date subject to the provisions of the succeeding paragraph of this Conditional Notice of Full/Final Redemption, and pursuant to the provisions of Section 10.04(a) of the Indenture of Trust, dated as April 1, 2002 (as amended, the "Indenture"), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"), pursuant to which the Bonds were issued. This Conditional Notice of Full/Final Redemption, and the payment of the Redemption Price on the Redemption Date, is subject to the receipt of funds in an amount sufficient to pay in full the Redemption Price of all of the Bonds on or before the Redemption Date, resulting from a sale of refunding bonds of the Successor Agency, expected to close on or about , 2017. In the event such funds are not received by the Redemption Date, this Conditional Notice of Full/Final Redemption shall be null and void and of no force and effect, and any Bonds delivered for redemption shall be returned to the respective owners thereof, and the Bonds shall remain outstanding under the Indenture as though this Conditional Notice of Full /Final Redemption had not been given. Notice of a failure to receive funds, and cancellation of this redemption, will be given by the Trustee to the registered owners of the Bonds. Accrued interest to be added. Neither the Successor Agency nor U.S. Bank National Association, as trustee, shall be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this Conditional Notice of Full/Final Redemption. They are included solely for convenience of the owners. Exhibit B Page 1 Subject to the foregoing, on the Redemption Date, the Redemption Price will become due and payable upon each Bond and interest with respect thereto shall cease to accrue from and after the Redemption Date. Payment of principal will be made upon presentation on and after the Redemption Date, at the following address: U.S. Bank Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 Owners of Bonds presenting their certificates in person for the same day payment must surrender their certificate by 1:00 p.m. on the prepayment date and a check will be available for pickup after 2:00 p.m. Checks not picked up by 4:30 p.m. will be mailed to the Bondholder by first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. Under applicable federal law, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment is made if the Bondowner's tax identification number is not properly certified. The Form W-9 may be obtained from the Internal Revenue Service. Dated: , 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee Exhibit B Page 2 EXHIBIT C NOTICE OF DEFEASANCE Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A Maturity Amount CUSIP Date Defeased Number* August 1, 2018 $ 350,000 87970F CD9 August 1, 2019 360,000 87970F CE7 August 1, 2020 375,000 87970F CF4 August 1, 2021 390,000 87970F CG2 August 1, 2022 405,000 87970F CHO August 1, 2023 425,000 87970F CJ6 August 1, 2024 440,000 87970F CK3 August 1, 2025 460,000 87970F DCO August 1, 2030 2,600,000 87970F DD8 August 1, 2036 3,945,000 87970F CLI August 1, 2038 5,215,000 87970F CM9 NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), to the owners of the outstanding Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A, described above (the "Bonds"), that pursuant to the indenture of trust, as amended, authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of 1, 2017, by and between the Successor Agency and U.S. Bank National Association, as escrow bank. As a result of such deposit, the Bonds are deemed to have been paid and defeased in accordance with the Indenture. The pledge of the funds provided for under the Indenture and all other obligations of the Successor Agency to the owners of the Bonds is now limited to the application of moneys in the Escrow Fund for the payment of the principal and interest on the Bonds as the same become due and payable as described below. The maturing U.S. Treasury securities, the interest thereon and the cash deposited in the Escrow Fund are calculated to provide sufficient moneys to redeem the Bonds in full on , 2017, at a redemption price equal to 100% of the principal thereof plus accrued interest to such date. DATED this day of , 2017 U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank * Neither the Successor Agency nor U.S. Bank National Association, as escrow bank, shall be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this Notice of Defeasance. They are included solely for convenience of the owners. Exhibit C EXHIBIT D SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Maturity Coupon Principal Price U.S. Treasury Note , 2017 % $ $ Exhibit D Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank dated as of 1, 2017 relating to: Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) 19139.01:114743 /2006B ESCROW AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of this 1st day of , 2017, by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the escrow hereby created, as trustee with respect to the hereinafter described 2006B Bonds and as escrow bank hereunder (the "Escrow Bank"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, the Former Agency has previously issued its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) (the "2006B Bonds"); WHEREAS, the 2006B Bonds were issued pursuant to an indenture of trust, dated as of December 1, 2006 (the "Prior Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Prior Trustee"); WHEREAS, Sections 9.03 and 2.03(a) of the Prior Indenture allow for the defeasance and optional redemption, respectively, of the outstanding 2006B Bonds; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to provide for (a) the defeasance of the 2006B Bonds, and (b) the redemption of the outstanding 2006B Bonds on , 2017 (the "Redemption Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to such date (the "Redemption Price"); WHEREAS, to raise funds necessary to effectuate such defeasance and refunding, and for other purposes, the Successor Agency has issued its Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2017 Bonds (the "2017 Trustee"); WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the escrow created hereby and to perform the duties and obligations to be undertaken by it pursuant to this Escrow Agreement. -1- AGREEMENT: NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: Section 1. Appointment of Escrow Bank. The Successor Agency hereby appoints the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank hereby accepts such appointment. Section 2. Establishment of Escrow Fund. There is hereby created by the Successor Agency with, and to be held by, the Escrow Bank, as security for the defeasance and redemption of the 2006B Bonds, as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the 2006B Bonds, said escrow to be designated the 2006B Bonds Escrow Fund (the "Escrow Fund"). All securities, investments and moneys in the Escrow Fund and the proceeds thereof are hereby irrevocably pledged for the benefit of the owners, from time to time, of the 2006B Bonds, to secure the payment of the Redemption Price of the 2006B Bonds due on the Redemption Date. In furtherance of the foregoing, all moneys deposited in the Escrow Fund shall constitute a special fund for the defeasance and redemption of the 2006B Bonds in accordance with the provisions of the Prior Indenture and this Escrow Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any legally available funds. Section 3. Deposit into Escrow Fund. (a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ , derived as follows: (i) from the proceeds of the 2017 Bonds, $ (ii) from amounts in the Reserve Account established under the Prior Indenture, $ ; and (iii) from amounts held by the Successor Agency, $ (b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the Defeasance Securities (as defined in the Prior Indenture) described in Exhibit D attached hereto (the "Escrowed Federal Securities"), and shall hold the remaining $ in cash, uninvested. The Escrowed Federal Securities shall be deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. (c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained in its opinion and accompanying schedules (the "Report") dated , 2017, that the Escrowed Federal Securities mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to provide for the redemption of the outstanding 2006B Bonds on the Redemption Date at the Redemption Price. -2- (d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full compliance with the provisions of this Escrow Agreement. (e) The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor Agency periodic transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder; provided that the Escrow Bank is not obligated to provide an accounting for any fund or account that (i) has a balance of $0.00 and (ii) has not had any activity since the last reporting date. Section 4. Instructions as to Application of Deposit; Defeasance Notice; Redemption Notice. (a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by the Escrow Bank for the sole purposes of redeeming the 2006B Bonds on the Redemption Date at the Redemption Price, all as shown on Exhibit A attached hereto. Following the redemption of the 2006B Bonds, the Escrow Bank shall transfer any moneys remaining in the Escrow Fund to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund referenced in the 2017 Indenture. (b) The Escrow Bank hereby acknowledges that the Successor Agency has heretofore given the Escrow Bank, as Prior Trustee, direction to provide a conditional notice of notice of redemption of the 2006B Bonds on the Redemption Date at the Redemption Price in accordance with the applicable provisions of the Prior Indenture and in the form of the redemption notice attached hereto as Exhibit B, and that the Fiscal Agent has so provided such notice of redemption of the 2006B Bonds to the registered owners thereof. (c) The Escrow Bank is hereby requested, and the Escrow Bank hereby agrees, to promptly give notice of the defeasance of the 2006B Bonds in the form of defeasance notice attached hereto as Exhibit C. Section 5. Application of Certain Prior Funds. The Escrow Bank, as Prior Trustee, is hereby directed by the Successor Agency to transfer from the Reserve Account established under the Prior Indenture, on the date of issuance of the 2017 Bonds, $ to the Escrow Fund. Section 6. Application of Certain Terms of Prior Indenture. All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the 2006B Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the Prior Indenture relating to the limitations from liability and protections afforded to the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Bank hereunder. Section 7. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. -3- Section 8. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Agreement unless the Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Successor Agency or its agents relating to any matter or action as Escrow Bank under this Escrow Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the moneys held hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the Escrowed Federal Securities and the uninvested moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow Agreement as to the Successor Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow 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 Escrow Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the Successor Agency. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Bank shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Escrow Bank e-mail or facsimile instructions (or instructions by a similar electronic method) 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 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 instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Bank, including without -4- limitation the risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against its own negligence or misconduct. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Bank. No provision of this Escrow 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 may execute any of the rights or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank with respect to the Escrow Fund. 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 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 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100%) in aggregate principal amount of the 2006B Bonds shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, and then only (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the Successor Agency and the Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect the interests of the owners of the 2006B Bonds or the 2017 Bonds, and that such amendment will not cause interest on the 2006B Bonds or the 2017 Bonds to become subject to federal income taxation. Section 10. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or -5- unenforceability of such section, paragraph, sentence clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the Office (as defined in the Prior Indenture) as specified by the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Indenture. Any notice to or demand upon the Successor Agency shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided for the "Agency" in the Prior Indenture (or such other address as may have been filed in writing by the Successor Agency or the Successor Agency with the Escrow Bank). Section 12. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the Prior Indenture, shall be the successor hereunder to the Escrow Bank without the execution or filing of any paper or any further act. Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. Section 14. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in California. -6- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY has caused this Escrow Agreement to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the escrow created hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer identified below, all as of the day and year first above written. 19139.01:J14743/2006B SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, Executive Director U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank and Prior Trustee By: Authorized Officer S-1 EXHIBIT A PAYMENT SCHEDULE FOR THE 2006B BONDS Payment Called Date Principal Interest Total Payment , 2017 $2,630,000.00 $ $ Exhibit A EXHIBIT B FORM OF NOTICE OF REDEMPTION CONDITIONAL NOTICE OF FULL/FINAL REDEMPTION OF Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien) Maturity Amount Redemption Interest CUSIP Date Called Price(1) Rate Number(2) December 15, 2017 $ 70,000 100% 4.60% 87970F CV9 December 15, 2018 75,000 100 4.65 87970F CW7 December 15, 2019 75,000 100 4.70 87970F CX5 December 15, 2020 80,000 100 4.75 87970F CY3 December 15, 2021 85,000 100 4.80 87970F CZO December 15, 2022 90,000 100 4.85 87970F DE6 December 15, 2026 390,000 100 5.00 87970F DA4 December 15, 2038 1,765,000 100 5.00 87970F DB2 NOTICE is hereby given that the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), has conditionally called for redemption on , 2017 (the "Redemption Date"), the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien), described above (the "Bonds"), at a price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption (the "Redemption Price"). The Bonds are being conditionally called for redemption on the Redemption Date subject to the provisions of the succeeding paragraph of this Conditional Notice of Full/Final Redemption, and pursuant to the provisions of Section 2.03(a) of the Indenture of Trust, dated as of December 1, 2006 (the "Indenture"), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"), pursuant to which the Bonds were issued. This Conditional Notice of Full/ Final Redemption, and the payment of the Redemption Price on the Redemption Date, is subject to the receipt of funds in an amount sufficient to pay in full the Redemption Price of all of the Bonds on or before the Redemption Date, resulting from a sale of refunding bonds of the Successor Agency, expected to close on or about , 2017. In the event such funds are not received by the Redemption Date, this Conditional Notice of Full/Final Redemption shall be null and void and of no force and effect, and any Bonds delivered for redemption shall be returned to the respective owners thereof, and the Bonds shall remain outstanding under the Indenture as though this Conditional Notice of Full/Final Redemption had not been given. Notice of a failure to receive funds, and cancellation of this redemption, will be given by the Trustee to the registered owners of the Bonds. Subject to the foregoing, on the Redemption Date, the Redemption Price will become due and payable upon each Bond and interest with respect thereto shall cease to accrue from and after the Redemption Date. Accrued interest to be added. Neither the Successor Agency nor U.S. Bank National Association, as trustee, shall be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this Conditional Notice of Full/Final Redemption. They are included solely for convenience of the owners. Exhibit B Page 1 Payment of principal will be made upon presentation on and after the Redemption Date, at the following address: U.S. Bank Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 Owners of Bonds presenting their certificates in person for the same day payment must surrender their certificate by 1:00 p.m. on the prepayment date and a check will be available for pickup after 2:00 p.m. Checks not picked up by 4:30 p.m. will be mailed to the Bondholder by first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. Under applicable federal law, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment is made if the Bondowner's tax identification number is not properly certified. The Form W-9 may be obtained from the Internal Revenue Service. Dated: , 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee Exhibit B Page 2 EXHIBIT C NOTICE OF DEFEASANCE Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 12006 Tax Allocation Bonds, Series B (Subordinate Lien) Maturity Amount CUSIP Date Defeased Number* December 15, 2017 December 15, 2018 December 15, 2019 December 15, 2020 December 15, 2021 December 15, 2022 December 15, 2026 December 15, 2038 $ 70,000 75,000 75,000 80,000 85,000 90,000 390,000 1,765,000 87970F CV9 87970F CW7 87970F CX5 87970F CY3 87970F CZO 87970F DE6 87970F DA4 87970F DB2 NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), to the owners of the outstanding Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien), described above (the "Bonds"), that pursuant to the indenture of trust authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of 1, 2017, by and between the Successor Agency and U.S. Bank National Association, as escrow bank. As a result of such deposit, the Bonds are deemed to have been paid and defeased in accordance with the Indenture. The pledge of the funds provided for under the Indenture and all other obligations of the Successor Agency to the owners of the Bonds is now limited to the application of moneys in the Escrow Fund for the payment of the principal and interest on the Bonds as the same become due and payable as described below. The maturing U.S. Treasury securities, the interest thereon and the cash deposited in the Escrow Fund are calculated to provide sufficient moneys to redeem the Bonds in full on , 2017, at a redemption price equal to 100% of the principal thereof plus accrued interest to such date. DATED this day of , 2017 U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank * Neither the Successor Agency nor U.S. Bank National Association, as escrow bank, shall be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this Notice of Defeasance. They are included solely for convenience of the owners. Exhibit C EXHIBIT D SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Maturity Coupon Principal Price U.S. Treasury Note , 2017 % $ $ Exhibit D Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank dated as of 1, 2017 relating to: Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) 19139.01:114744/2007 ESCROW AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of this 1st day of , 2017, by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the escrow hereby created, as trustee with respect to the hereinafter described 2007 Bonds and as escrow bank hereunder (the "Escrow Bank"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, the Former Agency has previously issued its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) (the "2007 Bonds"); WHEREAS, the 2007 Bonds were issued pursuant to an indenture of trust, dated as of December 1, 2006, as amended and supplemented by a First Supplemental Indenture of Trust, dated as of October 1, 2007 (collectively, the "Prior Indenture"), each by and between the Former Agency and U.S. Bank National Association, as trustee (the "Prior Trustee"); WHEREAS, Sections 9.03 and 10.04(a) of the Prior Indenture allow for the defeasance and optional redemption, respectively, of the outstanding 2007 Bonds; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to provide for (a) the defeasance of the 2007 Bonds, (b) the payment of the debt service on the 2007 Bonds on December 15, 2017, and (c) the redemption of the outstanding 2007 Bonds maturing on and after December 15, 2018 on December 15, 2017 (the "Redemption Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to such date (the "Redemption Price"); WHEREAS, to raise funds necessary to effectuate such defeasance, payment and redemption, and for other purposes, the Successor Agency has issued its Successor Agency to the Temecula Redevelopment Agency Tax Allocation Refunding Bonds, Series 2017A (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2017 Bonds (the "2017 Trustee"); WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the escrow created hereby and to perform the duties and obligations to be undertaken by it pursuant to this Escrow Agreement. -1- AGREEMENT: NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: Section 1. Appointment of Escrow Bank. The Successor Agency hereby appoints the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank hereby accepts such appointment. Section 2. Establishment of Escrow Fund. There is hereby created by the Successor Agency with, and to be held by, the Escrow Bank, as security for the defeasance and redemption of the 2007 Bonds, as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the 2007 Bonds, said escrow to be designated the 2007 Bonds Escrow Fund (the "Escrow Fund"). All securities, investments and moneys in the Escrow Fund and the proceeds thereof are hereby irrevocably pledged for the benefit of the owners, from time to time, of the 2007 Bonds, to secure the payment of the Redemption Price of the 2007 Bonds due on the Redemption Date. In furtherance of the foregoing, all moneys deposited in the Escrow Fund shall constitute a special fund for the defeasance, payment and redemption of the 2007 Bonds in accordance with the provisions of the Prior Indenture and this Escrow Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any legally available funds. Section 3. Deposit into Escrow Fund. (a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ , derived as follows: (i) from the proceeds of the 2017 Bonds, $ (ii) from amounts in the Reserve Account established under the Prior Indenture, $ ; and (iii) from amounts held by the Successor Agency, $ (b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the Defeasance Securities (as defined in the Prior Indenture) described in Exhibit D attached hereto (the "Escrowed Federal Securities"), and shall hold the remaining $ in cash, uninvested. The Escrowed Federal Securities shall be deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. (c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained in its opinion and accompanying schedules (the "Report") dated , 2017, that the Escrowed Federal Securities mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to provide for the payment of the debt service due on the 2007 Bonds on December 15, 2017, and the redemption -2- of the outstanding 2007 Bonds maturing on and after December 15, 2018 on the Redemption Date at the Redemption Price. (d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full compliance with the provisions of this Escrow Agreement. (e) The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor Agency periodic transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder; provided that the Escrow Bank is not obligated to provide an accounting for any fund or account that (i) has a balance of $0.00 and (ii) has not had any activity since the last reporting date. Section 4. Instructions as to Application of Deposit; Defeasance Notice; Redemption Notice. (a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by the Escrow Bank for the sole purposes of redeeming the 2007 Bonds on the Redemption Date at the Redemption Price, all as shown on Exhibit A attached hereto. Following the redemption of the 2007 Bonds, the Escrow Bank shall transfer any moneys remaining in the Escrow Fund to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund referenced in the 2017 Indenture. (b) The Successor Agency hereby directs the Escrow Bank, as Prior Trustee to provide, and the Escrow Bank, as Prior Trustee, hereby agrees to provide, notice of notice of redemption of the 2007 Bonds on the Redemption Date at the Redemption Price in accordance with the applicable provisions of the Prior Indenture and in the form of the redemption notice attached hereto as Exhibit B. (c) The Escrow Bank is hereby requested, and the Escrow Bank hereby agrees, to promptly give notice of the defeasance of the 2007 Bonds in the form of defeasance notice attached hereto as Exhibit C. Section 5. Application of Certain Prior Funds. The Escrow Bank, as Prior Trustee, is hereby directed by the Successor Agency to transfer from the Reserve Account established under the Prior Indenture, on the date of issuance of the 2017 Bonds, $ to the Escrow Fund. Section 6. Application of Certain Terms of Prior Indenture. All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the 2007 Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the Prior Indenture relating to the limitations from liability and protections afforded to the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Bank hereunder. Section 7. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. -3- Section 8. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Agreement unless the Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Successor Agency or its agents relating to any matter or action as Escrow Bank under this Escrow Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the moneys held hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the Escrowed Federal Securities and the uninvested moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow Agreement as to the Successor Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow 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 Escrow Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the Successor Agency. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Bank shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Escrow Bank e-mail or facsimile instructions (or instructions by a similar electronic method) 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 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 instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such -4- electronic methods to submit instructions and directions 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. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against its own negligence or misconduct. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Bank. No provision of this Escrow 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 may execute any of the rights or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank with respect to the Escrow Fund. 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 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 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100%) in aggregate principal amount of the 2007 Bonds shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, and then only (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the Successor Agency and the Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect the interests of the owners of the 2007 Bonds or the 2017 Bonds, and that such amendment will not cause interest on the 2007 Bonds or the 2017 Bonds to become subject to federal income taxation. -5- Section 10. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the Office (as defined in the Prior Indenture) as specified by the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Indenture. Any notice to or demand upon the Successor Agency shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided for the "Agency" in the Prior Indenture (or such other address as may have been filed in writing by the Successor Agency or the Successor Agency with the Escrow Bank). Section 12. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the Prior Indenture, shall be the successor hereunder to the Escrow Bank without the execution or filing of any paper or any further act. Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. Section 14. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in California. -6- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY has caused this Escrow Agreement to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the escrow created hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer identified below, all as of the day and year first above written. 19139.01:114744/2007 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank and Prior Trustee By: Authorized Officer S-1 EXHIBIT A PAYMENT SCHEDULE FOR THE 2007 BONDS Payment Called Date Principal Interest Total Payment December 15, 2017 $13,820,000.00 $ $ Exhibit A EXHIBIT B FORM OF NOTICE OF REDEMPTION NOTICE OF FULL/FINAL REDEMPTION OF Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) Maturity Amount Redemption Interest CUSIP Date Called Price(1) Rate Number(2) December 15, 2017 $ 260,000 100% 4.800% 87970F DN6 December 15, 2018 270,000 100 4.850 87970F DP1 December 15, 2019 285,000 100 5.000 87970F DQ9 December 15, 2020 300,000 100 5.000 87970F DR7 December 15, 2021 310,000 100 5.000 87970F DS5 December 15, 2022 330,000 100 5.000 87970F DT3 December 15, 2023 350,000 100 5.125 87970F DX4 December 15, 2024 370,000 100 5.125 87970F DY2 December 15, 2025 380,000 100 5.250 87970F DZ9 December 15, 2029 1,750,000 100 5.375 87970F DUO December 15, 2038 5,615,000 100 5.500 87970F DV8 December 15, 2038 85,000 100 5.625 87970F December 15, 2038 3,515,000 100 5.625 87970F NOTICE is hereby given that the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), has called for redemption on December 15, 2017 (the "Redemption Date"), the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), described above (the "Bonds"), at a price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption (the "Redemption Price"). On the Redemption Date, the Redemption Price will become due and payable upon each Bond and interest with respect thereto shall cease to accrue from and after the Redemption Date. Payment of principal will be made upon presentation on and after December 15, 2017, at the following address: U.S. Bank Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 Owners of Bonds presenting their certificates in person for the same day payment must surrender their certificate by 1:00 p.m. on the prepayment date and a check will be available for pickup after 2:00 p.m. Checks not picked up by 4:30 p.m. will be mailed to the Bondholder by first class mail. (1) (2) Accrued interest to be added. Neither the Successor Agency nor U.S. Bank National Association, as trustee, shall be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this Notice of Full/Final Redemption. They are included solely for convenience of the owners. Exhibit B Page 1 If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. Under applicable federal law, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment is made if the Bondowner's tax identification number is not properly certified. The Form W-9 may be obtained from the Internal Revenue Service. Dated: , 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee Exhibit B Page 2 EXHIBIT C NOTICE OF DEFEASANCE Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien) Maturity Amount CUSIP Date Defeased Number* December 15, 2017 $ 260,000 87970F DN6 December 15, 2018 270,000 87970F DP1 December 15, 2019 285,000 87970F DQ9 December 15, 2020 300,000 87970F DR7 December 15, 2021 310,000 87970F DS5 December 15, 2022 330,000 87970F DT3 December 15, 2023 350,000 87970F DX4 December 15, 2024 370,000 87970F DY2 December 15, 2025 380,000 87970F DZ9 December 15, 2029 1,750,000 87970F DUO December 15, 2038 5,615,000 87970F DV8 December 15, 2038 85,000 87970F December 15, 2038 3,515,000 87970F NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), to the owners of the outstanding Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), described above (the "Bonds"), that pursuant to the indenture of trust, as amended, authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of 1, 2017, by and between the Successor Agency and U.S. Bank National Association, as escrow bank. As a result of such deposit, the Bonds are deemed to have been paid and defeased in accordance with the Indenture. The pledge of the funds provided for under the Indenture and all other obligations of the Successor Agency to the owners of the Bonds is now limited to the application of moneys in the Escrow Fund for the payment of the principal and interest on the Bonds as the same become due and payable as described below. The maturing U.S. Treasury securities, the interest thereon and the cash deposited in the Escrow Fund are calculated to provide sufficient moneys to redeem the Bonds in full on December 15, 2017, at a redemption price equal to 100% of the principal thereof plus accrued interest to such date. DATED this day of , 2017 U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank * Neither the Successor Agency nor U.S. Bank National Association, as escrow bank, shall be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this Notice of Defeasance. They are included solely for convenience of the owners. Exhibit C EXHIBIT D SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Maturity Coupon Principal Price U.S. Treasury Note , 2017 % $ $ Exhibit D Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank dated as of 1, 2017 relating to: Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) 19139.01:114745 /2010B ESCROW AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of this 1st day of , 2017, by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the escrow hereby created, as trustee with respect to the hereinafter described 2010B Bonds and 2017 Bonds and as escrow bank hereunder (the "Escrow Bank"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, the Former Agency has previously issued its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) (the "2010B Bonds"); WHEREAS, the 2010B Bonds were issued pursuant to an indenture of trust, dated as of March 1, 2010 (the "Prior Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Prior Trustee"); WHEREAS, Section 2.03(a)(ii) of the Prior Indenture allows for the optional redemption of the outstanding 2010B Bonds; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to provide for (a) the payment of the scheduled debt service on the 2010B Bonds to and including August 1, 2020, and (b) the redemption of the outstanding 2010B Bonds that mature on and after August 1, 2021 on August 1, 2020 (the "Redemption Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to such date (the "Redemption Price"); WHEREAS, to raise funds necessary to effectuate such payment and refunding, and for other purposes, the Successor Agency has issued its Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2017 Bonds (the "2017 Trustee"); WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the escrow created hereby and to perform the duties and obligations to be undertaken by it pursuant to this Escrow Agreement. -1- AGREEMENT: NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: Section 1. Appointment of Escrow Bank. The Successor Agency hereby appoints the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank hereby accepts such appointment. Section 2. Establishment of Escrow Fund. There is hereby created by the Successor Agency with, and to be held by, the Escrow Bank, as security for the payment of the debt service on the 2010B Bonds to and including August 1, 2020, and the redemption of the 2010B Bonds on the Redemption Date that mature on and after August 1, 2021, as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the 2010B Bonds, said escrow to be designated the Escrow Fund (the "Escrow Fund"). All securities, investments and moneys in the Escrow Fund and the proceeds thereof are hereby irrevocably pledged for the benefit of the owners, from time to time, of the 2010B Bonds to secure the payment of the debt service on the 2010B Bonds to and including August 1, 2020 and the Redemption Price of the 2010B Bonds maturing on and after August 1, 2021 due on the Redemption Date. In furtherance of the foregoing, all moneys deposited in the Escrow Fund shall constitute a special fund for the payment of the debt service on the 2010B Bonds and the redemption of the 2010B Bonds maturing on and after August 1, 2021 in accordance with the provisions of the Prior Indenture and this Escrow Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any legally available funds. Section 3. Deposit into Escrow Fund. (a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ , derived as follows: (i) from the proceeds of the 2017 Bonds, $ (ii) from amounts in the Reserve Account established under the Prior Indenture, $ ; and (iii) from amounts held by the Successor Agency, $ (b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the Federal Securities (as defined in the Prior Indenture) described in Exhibit C attached hereto (the "Escrowed Federal Securities"), and shall hold the remaining $ in cash, uninvested. The Escrowed Federal Securities shall be deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. (c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained in its opinion and accompanying schedules (the "Report") dated , 2017, that the Escrowed Federal Securities mature and bear interest payable in such amounts and at such -2- times as, together with cash on deposit in the Escrow Fund, will be sufficient to provide for the payment of the debt service on the 2010B Bonds to and including August 1, 2020, and the redemption of the outstanding 2010B Bonds maturing on and after August 1, 2021 on the Redemption Date at the Redemption Price. (d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full compliance with the provisions of this Escrow Agreement. (e) The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor Agency periodic transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder; provided that the Escrow Bank is not obligated to provide an accounting for any fund or account that (i) has a balance of $0.00 and (ii) has not had any activity since the last reporting date. Section 4. Instructions as to Application of Deposit; Defeasance Notice; Redemption Notice. (a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by the Escrow Bank for the sole purposes of paying the debt service on the 2010B Bonds to and including August 1, 2020, and of redeeming the 2010B Bonds maturing on and after August 1 2021 on the Redemption Date at the Redemption Price, all as shown on Exhibit A attached hereto. To that end, the Escrow Bank is hereby directed to remit to the owners of the 2010B Bonds the scheduled debt service thereon to and including August 1, 2020, and, on August 1, 2020, the Redemption Price of the 2010B Bonds, all as set forth in Exhibit A. (b) Following the redemption of such 2010B Bonds, the Escrow Bank shall transfer any moneys remaining in the Escrow Fund to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund referenced in the 2017 Indenture. (c) The Escrow Bank is hereby requested, and the Escrow Bank hereby agrees, to promptly give notice of the defeasance of the 2010B Bonds in the form of defeasance notice attached hereto as Exhibit D. (d) The Successor Agency hereby directs the Escrow Bank, as Prior Trustee to provide, and the Escrow Bank, as Prior Trustee, hereby agrees to provide, notice of notice of redemption of the 2010B Bonds maturing on and after August 1, 2021 on the Redemption Date at the Redemption Price in accordance with the applicable provisions of the Prior Indenture and in the form of the redemption notice attached hereto as Exhibit B. Section 5. Application of Certain Prior Funds. The Escrow Bank, as Prior Trustee, is hereby directed by the Successor Agency to transfer from the Reserve Account established under the Prior Indenture, on the date of issuance of the 2017 Bonds, $ to the Escrow Fund. Section 6. Application of Certain Terms of Prior Indenture. (a) All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the 2010B Bonds are incorporated in this Escrow Agreement as if set forth in full herein. -3- (b) The provisions of the 2017 Indenture relating to the limitations from liability and protections afforded to the 2017 Trustee and the resignation and removal of the 2017 Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Bank hereunder. Section 7. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. Section 8. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Agreement unless the Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Successor Agency or its agents relating to any matter or action as Escrow Bank under this Escrow Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the moneys held hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the Escrowed Federal Securities and the uninvested moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow Agreement as to the Successor Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow 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 Escrow Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the Successor Agency. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar -4- unsecured electronic methods, provided, however, that, the Escrow Bank shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Escrow Bank e-mail or facsimile instructions (or instructions by a similar electronic method) 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 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 instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions 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. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against its own negligence or misconduct. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Bank. No provision of this Escrow 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 may execute any of the rights or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank with respect to the Escrow Fund. 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 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 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any owners of the 2010B Bonds, only (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the Successor Agency and the -5- Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect the interests of the owners of the 2010B Bonds or the 2017 Bonds, and that such amendment will not cause interest on the 2010B Bonds to become subject to federal income taxation. Section 10. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the Principal Corporate Trust Office (as defined in the 2017 Indenture) as specified by the Escrow Bank as 2017 Trustee in accordance with the provisions of the 2017 Indenture. Any notice to or demand upon the Successor Agency shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided for in the 2017 Indenture (or such other address as may have been filed in writing by the Successor Agency or the Successor Agency with the Escrow Bank). Section 12. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the Prior Indenture, shall be the successor hereunder to the Escrow Bank without the execution or filing of any paper or any further act. Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. Section 14. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in California. -6- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY has caused this Escrow Agreement to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the escrow created hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer identified below, all as of the day and year first above written. 19139.01:114745/2010B SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, Executive Director U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank and Prior Trustee By: Authorized Officer S-1 Payment Date February 1, 2018 August 1 , 2018 February 1, 2019 August 1 , 2019 February 1, 2020 August 1 , 2020 EXHIBIT A PAYMENT SCHEDULE FOR THE 2010B BONDS Principal Called Principal $10,875,000 Exhibit A Interest Total Payment EXHIBIT B FORM OF NOTICE OF REDEMPTION NOTICE OF FULL/FINAL REDEMPTION OF Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) Maturity Amount Redemption Interest CUSIP Date Called Price(1) Rate Number(2) August 1, 2021 $ 355,000 100% 7.088% 87970F EL9 August 1, 2022 370,000 100 7.288 87970F EM7 August 1, 2023 390,000 100 7.488 87970F EN5 August 1, 2024 410,000 100 7.588 87970F EPO August 1, 2025 425,000 100 7.688 87970F EQ8 August 1, 2030 2,485,000 100 7.930 87970F ER6 August 1, 2039 6,440,000 100 8.180 87970F ES4 NOTICE is hereby given that the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), has called for redemption on August 1, 2020 (the "Redemption Date"), the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds), described above (the "Bonds"), at a price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption (the "Redemption Price"). On the Redemption Date, the Redemption Price will become due and payable upon each Bond and interest with respect thereto shall cease to accrue from and after the Redemption Date. Payment of principal will be made upon presentation on and after August 1, 2020, at the following address: U.S. Bank Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 Owners of Bonds presenting their certificates in person for the same day payment must surrender their certificate by 1:00 p.m. on the prepayment date and a check will be available for pickup after 2:00 p.m. Checks not picked up by 4:30 p.m. will be mailed to the Bondholder by first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. (1) (2) Accrued interest to be added. Neither the Successor Agency nor U.S. Bank National Association, as trustee, shall be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this Notice of Full/Final Redemption. They are included solely for convenience of the owners. Exhibit B Page 1 Under the Economic Growth and Tax Relief Reconciliation Act of 2001 (the "Act") 28% of the Redemption Price will be withheld if tax identification number is not properly certified. The Form W-9 may be obtained from the Internal Revenue Service. Dated: , 2020 U.S. BANK NATIONAL ASSOCIATION, as Trustee Exhibit B Page 2 EXHIBIT C SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Maturity Coupon Principal Price Exhibit C EXHIBIT D NOTICE OF DEFEASANCE Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) Maturity Amount CUSIP Date Defeased Number* August 1, 2018 $ 310,000 87970F EH8 August 1, 2019 325,000 87970F EJ4 August 1, 2020 340,000 87970F EK1 August 1, 2021 355,000 87970F EL9 August 1, 2022 370,000 87970F EM7 August 1, 2023 390,000 87970F EN5 August 1, 2024 410,000 87970F EPO August 1, 2025 425,000 87970F EQ8 August 1, 2030 2,485,000 87970F ER6 August 1, 2039 6,440,000 87970F ES4 NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), to the owners of the outstanding Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds), described above (the "Bonds"), that pursuant to the indenture of trust, as amended, authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of 1, 2017, by and between the Successor Agency and U.S. Bank National Association, as escrow bank. As a result of such deposit, the Bonds are deemed to have been paid and defeased in accordance with the Indenture. The pledge of the funds provided for under the Indenture and all other obligations of the Successor Agency to the owners of the Bonds is now limited to the application of moneys in the Escrow Fund for the payment of the principal and interest on the Bonds as the same become due and payable as described below. The maturing U.S. Treasury securities, the interest thereon and the cash deposited in the Escrow Fund are calculated to provide sufficient moneys to pay the debt service on the Bonds to and including August 1, 2020, and to redeem the Bonds maturing on and after August 1, 2021 in full on August 1, 2020, at a redemption price equal to 100% of the principal thereof plus accrued interest to such date. DATED this day of , 2017 U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank * Neither the Successor Agency nor U.S. Bank National Association, as escrow bank, shall be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this Notice of Defeasance. They are included solely for convenience of the owners. Exhibit D Quint & Thimmig LLP 6/28/17 7/10/17 8/18/17 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank dated as of 1, 2017 relating to: Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A 19139.01:114746 / 2011A ESCROW AGREEMENT This ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of this 1st day of , 2017, by and between the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in Los Angeles, California, and being qualified to accept and administer the escrow hereby created, as trustee with respect to the hereinafter described 2011A Bonds and as escrow bank hereunder (the "Escrow Bank"). RECITALS: WHEREAS, the Redevelopment Agency of the City of Temecula (the "Former Agency") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, the Former Agency has previously issued its Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011A Bonds"); WHEREAS, the 2011A Bonds were issued pursuant to an indenture of trust, dated as of March 1, 2010, as amended and supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011 (collectively, the "Prior Indenture"), each by and between the Former Agency and U.S. Bank National Association, as trustee (the "Prior Trustee"); WHEREAS, Sections 9.03 and 10.04(a) of the Prior Indenture allow for the defeasance and optional redemption, respectively, of the outstanding 2011A Bonds; WHEREAS, the Successor Agency has determined that, due to prevailing financial market conditions, it is in the best interests of the Successor Agency at this time to provide for (a) the defeasance of the 2011A Bonds, (b) the payment of the debt service on the 2011A Bonds to and including August 1, 2021, and (c) the redemption of the outstanding 2011A Bonds maturing on and after August 1, 2022 on August 1, 2021 (the "Redemption Date") at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to such date (the "Redemption Price"); WHEREAS, to raise funds necessary to effectuate such defeasance, payment and redemption, and for other purposes, the Successor Agency has issued its Successor Agency to the Temecula Redevelopment Agency Taxable Tax Allocation Refunding Bonds, Series 2017B (the "2017 Bonds"), pursuant to an Indenture of Trust, dated as of 1, 2017 (the "2017 Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2017 Bonds (the "2017 Trustee"); WHEREAS, the Successor Agency wishes to make a deposit with the Escrow Bank and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Bank has full powers to act with respect to the escrow created hereby and to perform the duties and obligations to be undertaken by it pursuant to this Escrow Agreement. -1- AGREEMENT: NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: Section 1. Appointment of Escrow Bank. The Successor Agency hereby appoints the Escrow Bank as escrow bank for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Bank hereby accepts such appointment. Section 2. Establishment of Escrow Fund. There is hereby created by the Successor Agency with, and to be held by, the Escrow Bank, as security for the defeasance and redemption of the 2011A Bonds, as hereinafter set forth, an irrevocable escrow to be maintained by the Escrow Bank on behalf of the Successor Agency and for the benefit of the owners of the 2011A Bonds, said escrow to be designated the 2011A Bonds Escrow Fund (the "Escrow Fund"). All securities, investments and moneys in the Escrow Fund and the proceeds thereof are hereby irrevocably pledged for the benefit of the owners, from time to time, of the 2011A Bonds, to secure the payment of the Redemption Price of the 2011A Bonds due on the Redemption Date. In furtherance of the foregoing, all moneys deposited in the Escrow Fund shall constitute a special fund for the defeasance, payment and redemption of the 2011A Bonds in accordance with the provisions of the Prior Indenture and this Escrow Agreement. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency with any legally available funds. Section 3. Deposit into Escrow Fund. (a) Concurrent with delivery of the 2017 Bonds, the Successor Agency shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $ , derived as follows: (i) from the proceeds of the 2017 Bonds, $ (ii) from amounts in the Reserve Account established under the Prior Indenture, $ ; and (iii) from amounts held by the Successor Agency, $ (b) The Escrow Bank shall invest $ of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the Defeasance Securities (as defined in the Prior Indenture) described in Exhibit D attached hereto (the "Escrowed Federal Securities"), and shall hold the remaining $ in cash, uninvested. The Escrowed Federal Securities shall be deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. (c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained in its opinion and accompanying schedules (the "Report") dated , 2017, that the Escrowed Federal Securities mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to provide for the payment of the debt service on the 2011A Bonds to and including August 1, 2021, and the -2- redemption of the 2011A Bonds maturing on and after August 1, 2022 on the Redemption Date at the Redemption Price. (d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full compliance with the provisions of this Escrow Agreement. (e) The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the Successor Agency periodic transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder; provided that the Escrow Bank is not obligated to provide an accounting for any fund or account that (i) has a balance of $0.00 and (ii) has not had any activity since the last reporting date. Section 4. Instructions as to Application of Deposit; Defeasance Notice; Redemption Notice. (a) The amounts deposited in the Escrow Fund pursuant to Section 3 shall be applied by the Escrow Bank for the sole purposes of redeeming the 2011A Bonds on the Redemption Date at the Redemption Price, all as shown on Exhibit A attached hereto. Following the redemption of the 2011A Bonds, the Escrow Bank shall transfer any moneys remaining in the Escrow Fund to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund referenced in the 2017 Indenture. (b) The Successor Agency hereby directs the Escrow Bank, as Prior Trustee to provide, and the Escrow Bank, as Prior Trustee, hereby agrees to provide, notice of redemption of the 2011A Bonds on the Redemption Date at the Redemption Price in accordance with the applicable provisions of the Prior Indenture and in the form of the redemption notice attached hereto as Exhibit B. (c) The Escrow Bank is hereby requested, and the Escrow Bank hereby agrees, to promptly give notice of the defeasance of the 2011A Bonds in the form of defeasance notice attached hereto as Exhibit C. Section 5. Application of Certain Prior Funds. The Escrow Bank, as Prior Trustee, is hereby directed by the Successor Agency to transfer from the Reserve Account established under the Prior Indenture, on the date of issuance of the 2017 Bonds, $ to the Escrow Fund. Section 6. Application of Certain Terms of Prior Indenture. All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the 2011A Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the Prior Indenture relating to the limitations from liability and protections afforded to the Prior Trustee and the resignation and removal of the Prior Trustee are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Bank hereunder. Section 7. Compensation to Escrow Bank. The Successor Agency shall pay the Escrow Bank full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. -3- Section 8. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Agreement unless the Successor Agency shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Successor Agency or its agents relating to any matter or action as Escrow Bank under this Escrow Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the moneys held hereunder to accomplish the purposes set forth in Section 4 hereof, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the Successor Agency, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the Escrowed Federal Securities and the uninvested moneys to accomplish the purposes set forth in Section 4 hereof or to the validity of this Escrow Agreement as to the Successor Agency and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in connection with the performance of its duties under this Escrow 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 Escrow Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the Successor Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the Successor Agency. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Bank shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Escrow Bank e-mail or facsimile instructions (or instructions by a similar electronic method) 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 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 instructions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees to assume all risks arising out of the use of such -4- electronic methods to submit instructions and directions 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. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the Successor Agency shall not be required to indemnify the Escrow Bank against its own negligence or misconduct. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Bank. No provision of this Escrow 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 may execute any of the rights or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care. The Escrow Bank shall furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Bank with respect to the Escrow Fund. 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 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 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100%) in aggregate principal amount of the 2011A Bonds shall have been filed with the Escrow Bank. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, and then only (a) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the Successor Agency and the Successor Agency, (b) to cure, correct or supplement any ambiguous or defective provision contained herein, (c) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect the interests of the owners of the 2011A Bonds or the 2017 Bonds, and that such amendment will not cause interest on the 2011A Bonds to become subject to federal income taxation. -5- Section 10. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 11. Notice of Escrow Bank and Successor Agency. Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the Office (as defined in the Prior Indenture) as specified by the Escrow Bank as Prior Trustee in accordance with the provisions of the Prior Indenture. Any notice to or demand upon the Successor Agency shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided for the "Agency" in the Prior Indenture (or such other address as may have been filed in writing by the Successor Agency or the Successor Agency with the Escrow Bank). Section 12. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the Prior Indenture, shall be the successor hereunder to the Escrow Bank without the execution or filing of any paper or any further act. Section 13. Execution in Several Counterparts. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall together constitute but one and the same instrument. Section 14. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in California. -6- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY has caused this Escrow Agreement to be signed in its name by its Executive Director, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the escrow created hereunder, has caused this Escrow Agreement to be signed in its corporate name by its officer identified below, all as of the day and year first above written. 19139.01:J14746/2011A SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Aaron Adams, U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank and Prior Trustee By: Authorized Officer S-1 EXHIBIT A PAYMENT SCHEDULE FOR THE 2011A BONDS Payment Maturing Called Date Principal Principal February 1, 2018 August 1, 2018 $260,000 February 1, 2019 August 1, 2019 280,000 February 1, 2020 August 1, 2020 300,000 February 1, 2021 August 1, 2021 325,000 $14,595,000.00 Exhibit A Interest Total Payment EXHIBIT B FORM OF NOTICE OF REDEMPTION NOTICE OF FULL/FINAL REDEMPTION OF Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A Maturity Amount Redemption Interest CUSIP Date Called Price(1) Rate Number(2) August 1, 2022 $ 355,000 100% 6.000% 87970F FD6 August 1, 2023 385,000 100 6.250 87970F FG9 August 1, 2024 415,000 100 6.375 87970F FH7 August 1, 2025 460,000 100 6.500 87970F FJ3 August 1, 2026 500,000 100 6.500 87970F FKO August 1, 2031 3,265,000 100 6.750 87970F FE4 August 1, 2039 9,215,000 100 7.000 87970F FF1 NOTICE is hereby given that the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), has called for redemption on August 1, 2021 (the "Redemption Date"), the Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A, described above (the "Bonds"), at a price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption (the "Redemption Price"). On the Redemption Date, the Redemption Price will become due and payable upon each Bond and interest with respect thereto shall cease to accrue from and after the Redemption Date. Payment of principal will be made upon presentation on and after August 1, 2021, at the following address: U.S. Bank Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 Owners of Bonds presenting their certificates in person for the same day payment must surrender their certificate by 1:00 p.m. on the prepayment date and a check will be available for pickup after 2:00 p.m. Checks not picked up by 4:30 p.m. will be mailed to the Bondholder by first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. Accrued interest to be added. Neither the Successor Agency nor U.S. Bank National Association, as trustee, shall be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this Notice of Full/Final Redemption. They are included solely for convenience of the owners. Exhibit B Page 1 Under applicable federal law, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment is made if the Bondowner's tax identification number is not properly certified. The Form W-9 may be obtained from the Internal Revenue Service. Dated: , 2021 U.S. BANK NATIONAL ASSOCIATION, as Trustee Exhibit B Page 2 EXHIBIT C NOTICE OF DEFEASANCE Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A Maturity Amount CUSIP Date Defeased Number* August 1, 2018 August 1, 2019 August 1, 2020 August 1, 2021 August 1, 2022 August 1, 2023 August 1, 2024 August 1, 2025 August 1, 2026 August 1, 2031 August 1, 2039 $ 260,000 280,000 300,000 325,000 355,000 385,000 415,000 460,000 500,000 3,265,000 9,215,000 87970F EZ8 87970F FA2 87970F FB0 87970F FC8 87970F FD6 87970F FG9 87970F FH7 87970F FJ3 87970F FKO 87970F FE4 87970F FF1 NOTICE IS HEREBY GIVEN, on behalf of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency"), to the owners of the outstanding Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A, described above (the "Bonds"), that pursuant to the indenture of trust, as amended, authorizing the issuance of the Bonds (the "Indenture"), the lien of the Indenture with respect to the Bonds has been discharged through the irrevocable deposit of cash and U.S. Treasury securities in an escrow fund (the "Escrow Fund"). The Escrow Fund has been established and is being maintained pursuant to that certain Escrow Agreement, dated as of 1, 2017, by and between the Successor Agency and U.S. Bank National Association, as escrow bank. As a result of such deposit, the Bonds are deemed to have been paid and defeased in accordance with the Indenture. The pledge of the funds provided for under the Indenture and all other obligations of the Successor Agency to the owners of the Bonds is now limited to the application of moneys in the Escrow Fund for the payment of the principal and interest on the Bonds as the same become due and payable as described below. The maturing U.S. Treasury securities, the interest thereon and the cash deposited in the Escrow Fund are calculated to provide sufficient moneys to pay the debt service on the Bonds to and including August 1, 2021, and to redeem the Bonds maturing on and after August 1, 2022 in full on August 1, 2021, at a redemption price equal to 100% of the principal thereof plus accrued interest to such date. DATED this day of , 2017 U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank * Neither the Successor Agency nor U.S. Bank National Association, as escrow bank, shall be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as shown in this Notice of Defeasance. They are included solely for convenience of the owners. Exhibit C EXHIBIT D SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Maturity Coupon Principal Price Exhibit D SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAX ALLOCATION REFUNDING BONDS, SERIES 2017A AND SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAXABLE TAX ALLOCATION REFUNDING BONDS, SERIES 2017B BOND PURCHASE AGREEMENT , 2017 Successor Agency to the Temecula Redevelopment Agency 41000 Main Street Temecula, California 92590 Attention: Executive Director Ladies and Gentlemen: Stifel, Nicolaus & Company, Incorporated (the "Underwriter") offers to enter into this Bond Purchase Agreement (this "Purchase Agreement") with the Successor Agency to the Temecula Redevelopment Agency (the "Agency") which will be binding upon the Agency and the Underwriter upon the acceptance hereof by the Agency. This offer is made subject to its acceptance by the Agency by execution of this Purchase Agreement and its delivery to the Underwriter on or before 4:59 p.m., California time, on the date hereof. All terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Indenture (as such term is defined herein). 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the Agency for offering to the public, and the Agency hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the $ aggregate principal amount of the Agency's Tax Allocation Refunding Bonds, Series 2017A (the "Series 2017A Bonds"), at a purchase price equal to $ (being the aggregate principal amount thereof, less an Underwriter's discount of $ and plus a net original issue premium of $ ) and all (but not less than all) of the $ aggregate principal amount of the Agency's Taxable Tax Allocation Refunding Bonds, Series 2017B (the "Series 2017B Bonds" and, together with the Series 2017A Bonds, the "Bonds"), at a purchase price equal to $ (being the aggregate principal amount thereof, less an Underwriter's discount of $ and plus a net original issue premium of $ ). As an accommodation to the Agency, the Underwriter shall pay from the purchase price of the Bonds, by wire transfer, the amount of $ to the Insurer (as such term is defined herein) to pay the premium for the Policy and the Reserve Policy (as such terms are defined herein). Such payment and the other actions contemplated hereby to take place at the time of such payment are herein sometimes called the "Closing." 2. The Bonds and Related Documents. The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of an Indenture of Trust, dated as of 1, 2017 (the "Indenture"), by and between the Agency and U.S. Bank National Association, as trustee (the "Trustee"), pursuant to Section 34177.5 of the California Health and Safety Code (the "Law") and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Act") and a resolution of the Agency adopted on September 5, 2017 (the "Agency Resolution"). The Bonds were approved by the Oversight Board for the Agency by resolution adopted on [ , 2017] (the "Oversight Board Resolution"). The Bonds shall be as described in the Indenture and the Official Statement dated the date hereof relating to the Bonds (which, together with all exhibits and appendices included therein or attached thereto and such amendments or supplements thereto which shall be approved by the Underwriter, is hereinafter called the "Official Statement"). A municipal bond insurance policy (the "Policy") and a debt service reserve insurance policy (the "Reserve Policy") for some or all of the Bonds shall be purchased from (the "Insurer"). The net proceeds of the Series 2017A Bonds will be used to currently refund the following four series of outstanding bonds (collectively, the "Currently Refunded Prior Bonds") issued by the former Redevelopment Agency of the City of Temecula (the "Former Agency"): (i) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2002 Tax Allocation Bonds, (ii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series A, (iii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2006 Tax Allocation Bonds, Series B (Subordinate Lien), and (iv) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien). (v) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A. The net proceeds of the Series 2017B Bonds will be used to advance refund the following two series of outstanding bonds (collectively, the "Advance Refunded Prior Bonds" and, together with the Currently Refunded Prior Bonds, the "Prior Bonds") issued by the Former Agency: (i) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds 2010 Series B (Taxable Build America Bonds) and (ii) Redevelopment Agency of the City of Temecula Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A. The Bonds will be secured by a pledge of, and lien on, Tax Revenues (defined in the Indenture). 2 The Agency will undertake pursuant to the provisions of a Continuing Disclosure Certificate, dated as of [ , 2017] (the "Disclosure Certificate") and executed by the Agency, to provide certain annual information and notices of the occurrence of certain enumerated events. A description of the undertaking is set forth in the Preliminary Official Statement (as defined below) and will also be set forth in the Official Statement. The Indenture, the Disclosure Certificate, six Escrow Agreements, each dated as of [ , 2017], by and between the Agency and U.S. Bank National Association, as escrow agent, relating to the Prior Bonds (the "Escrow Agreements"), and this Purchase Agreement are sometimes collectively referred to herein as the "Agency Legal Documents." 3. Public Offering and Establishment of Issue Price. (a) The Underwriter agrees to make an initial public offering of all of the Bonds at the public offering prices (or yields) set forth on Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates of the Series 2017A Bonds set forth on Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. The Agency acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm's length commercial transaction between the 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 not as agent, fiduciary or Municipal Advisor (as such term is defined in Section 15B of The Securities Exchange Act of 1934, as amended) of the Agency; (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Agency with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Agency on other matters); (iv) the Underwriter has financial interests that may differ from and be adverse to those of the Agency; and (v) the Agency has consulted with its own legal and financial advisors to the extent that it has deemed appropriate. (b) The Underwriter agrees to assist the Agency in establishing the issue price of the Series 2017A Bonds and shall execute and deliver to the Agency at Closing (as defined below) 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 Agency and Bond Counsel (as defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2017A Bonds. All actions to be taken by the Agency under this section to establish the issue price of the Series 2017A Bonds may be taken on behalf of the Agency by the Agency's municipal advisor, Fieldman, Rolapp & Associates (the "Municipal Advisor") and any notice or report to be provided to the Agency may be provided to the Agency's Municipal Advisor. (c) [Except as otherwise set forth in Exhibit A attached hereto,] the Agency will treat the first price at which 10% of each maturity of the Series 2017A Bonds (the "10% test"), identified under the column "10% Test Used" in Exhibit A, 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 3 that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Agency the price or prices at which it has sold to the public each maturity of the Series 2017A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Agency the prices at which it sells the unsold Series 2017A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until the 10% test has been satisfied as to the Series 2017A Bonds of that maturity or until all Series 2017A Bonds of that maturity have been sold to the public. (d) [The Underwriter confirms that it has offered the Series 2017A Bonds to the public on or before the date of this 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, identified under the column "Hold the Offering Price Rule Used," as of the date of this Purchase Agreement, the maturities, if any, of the Series 2017A Bonds for which the 10% test has not been satisfied and for which the Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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 Bonds, the Underwriter will neither offer nor sell unsold Series 2017A 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: (i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2017A 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 Issuer when it has sold 10% of that maturity of the Series 2017A 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.] (e) The Underwriter acknowledges that sales of any Series 2017A 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: (i) "public" means any person other than an underwriter or a related party; (ii) "underwriter" means (A) any person that agrees pursuant to a written contract with the Agency (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2017A 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 2017A 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 2017A Bonds to the public); 4 (iii) a purchaser of any of the Series 2017A 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 (iv) "sale date" means the date of execution of this Purchase Agreement by all parties. 4. Use and Preparation of Documents. The Agency has caused to be prepared and delivered to the Underwriter prior to the execution of this Purchase Agreement copies of the Preliminary Official Statement dated [ , 2017], relating to the Bonds (the "Preliminary Official Statement"), which was approved by a resolution of the Agency adopted on 2017] (the "Agency OS Resolution"). The Agency ratifies, confirms and approves the use by the Underwriter prior to the date hereof of the Preliminary Official Statement. The Agency has previously deemed the Preliminary Official Statement to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12"), except for information permitted to be omitted therefrom by Rule 15c2-12. The Agency hereby agrees to deliver or cause to be delivered to the Underwriter, within seven (7) business days of the date hereof, but not less than one (1) business day prior to Closing, an electronic version of the Official Statement and a sufficient number of physical copies of the final Official Statement relating to the Bonds, dated the date hereof, which includes all information permitted to be omitted by Rule 15c2-12 and any amendments or supplements to such Official Statement as have been approved by the Agency and the Underwriter to enable the Underwriter to distribute a single copy of each Official Statement to any potential customer of the Underwriter requesting an Official Statement during the time period beginning when the Official Statement becomes available and ending 25 days after the End of the Underwriting Period (as such term is defined herein). The Agency hereby approves of the use and distribution (including the electronic distribution) by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offer and sale of the Bonds. The Agency shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Exhibit B. The Underwriter agrees that it will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement. 5. Representations, Warranties and Agreements of the Agency. The Agency hereby represents and warrants to and agrees with the Underwriter as follows: (a) The Agency is a public entity existing under the laws of the State of California, including the Law. (b) The Agency has full legal right, power and authority to enter into the Agency Legal Documents and carry out and consummate the transactions on its part contemplated by the Agency Legal Documents. 5 (c) By all necessary official action of the Agency prior to or concurrently with the acceptance hereof, the Agency has duly authorized and approved the preparation and use of the Preliminary Official Statement and the Official Statement, the execution and delivery of the Official Statement and the Agency Legal Documents and the performance by the Agency of all transactions on its part contemplated by the Agency Legal Documents; and as of the Closing the Agency Legal Documents will constitute legal, valid and binding obligations of the Agency, enforceable against the Agency in accordance with their respective 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. (d) The Agency is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including, without limitation, the Indenture) or other instrument to which the Agency is a party or to which the Agency or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the execution and delivery of the Agency Legal Documents, and compliance with the provisions on the Agency's part contained therein, will not conflict with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or to which the Agency or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Agency or under the terms of any such constitutional provision, law, regulation or instrument, except as provided by the Indenture and the Escrow Agreements. (e) Except as described in or contemplated by the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Agency of its obligations under the Agency Legal Documents have been duly obtained. (f) Between the date of this Purchase Agreement and the date of the Closing, the Agency will not, without the prior written consent of the Underwriter, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, payable from Tax Revenues, nor will there be any adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Agency. (g) To the best knowledge of the officer of the Agency executing this Purchase Agreement, after due inquiry, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, government agency, public board or body, pending with respect to which the Agency has been served with process or threatened against the Agency, affecting the existence of the Agency or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the execution and delivery of the Indenture or the collection of the Tax Revenues or contesting or affecting, as to the Agency, the validity or enforceability of the Agency Legal Documents or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes, or contesting the completeness or accuracy of 6 the Preliminary Official Statement or the Official Statement, or contesting the powers of the Agency, or in any way contesting or challenging the consummation of the transactions contemplated hereby, or which might result in a material adverse change in the financial condition of the Agency or which might materially adversely affect the Tax Revenues of the Agency; nor, to the best knowledge of the Agency, is there any known basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity of the authorization, execution, delivery or performance by the Agency of the Agency Legal Documents. (h) As of the time of acceptance hereof and as of the date of the Closing, the Agency does not and will not have outstanding any indebtedness which indebtedness is secured by a lien on the Tax Revenues of the Agency superior to or on a parity with the lien provided for in the Indenture on the Tax Revenues. (i) As of the time of acceptance hereof and as of the date of the Closing, the Agency has complied with the filing requirements of the Law, including, without limitation, the filing of all Recognized Obligation Payment Schedules, as required by the Law. (j) As of the date thereof, the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading (except that this representation does not include information relating to The Depository Trust Company or the book -entry -only system, the Insurer or the Reserve Policy). (k) As of the date hereof and at all times subsequent hereto up to and including the date which is 25 days following the End of the Underwriting Period for the Bonds, the Official Statement will not contain any 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 under which they were made not misleading (except that this representation does not include information relating to The Depository Trust Company, the book -entry -only system, the Insurer or the Reserve Policy). (1) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which would cause 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 therein, in the light of the circumstances under which it was presented, not misleading, the Agency will notify the Underwriter, and, if in the opinion of the Underwriter or the Agency, or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Agency will cooperate in the preparation of such 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 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 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 written notice to the contrary, the "End of the Underwriting Period" shall be the date of Closing. 7 (m) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (1) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) 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 (except that this representation does not include information relating to The Depository Trust Company or the book -entry -only system), the Insurer or the Reserve Policy. (n) After the Closing, the Agency will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing or which shall be disapproved by counsel for the Underwriter. (o) Any certificate signed by any officer of the Agency and delivered to the Underwriter shall be deemed a representation by the Agency to the Underwriter as to the statements made therein. (p) The Agency will apply the proceeds from the sale of the Bonds for the purposes specified in the Official Statement. (q) The Agency has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Agency is not a bond issuer whose arbitrage certifications may not be relied upon. (r) The Agency will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter, at the expense of the Underwriter, as it may reasonably request in order 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 of America as the Underwriter may designate; provided, however, that the 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. (s) The Agency will refrain from taking any action with regard to which the Agency may exercise control that results in the inclusion in gross income for federal income tax purposes of the interest on the Series 2017A Bonds or State of California income tax purposes of the interest on the Bonds. (t) Except as disclosed in the Official Statement, neither the Agency nor the Former Agency has failed to comply in all material respects with any prior continuing disclosure undertaking in regard to Rule 15c2-12 within the previous five years. (u) The Oversight Board has duly adopted the Oversight Board Resolution approving the issuance of the Bonds and no further Oversight Board approval or consent is required for the issuing of the Bonds or the consummation of the transactions on the part of the Agency described in the Official Statement. 8 (v) The Department of Finance of the State (the "Department of Finance") has issued a letter, dated [ , 2017], approving the Oversight Board Resolution. No further Depaitinent of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions on the part of the Agency described in the Official Statement. Except as disclosed in the Official Statement, the Agency is not aware of the Department of Finance directing or having any basis to direct the County Auditor -Controller to deduct unpaid unencumbered funds from future allocations of property tax to the Agency pursuant to Section 34183 of the Dissolution Act. 6. Closing. At 8:00 A.M., California time, on [ , 2017], or on such other date or at such other time as may be mutually agreed upon by the Agency and the Underwriter, the Agency will, subject to the terms and conditions hereof, sell and deliver the Bonds to the Underwriter, duly executed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof in federal funds. Sale, delivery and payment as aforesaid shall be made at the offices of Quint & Thimmig LLP, Larkspur, California ("Bond Counsel"), or such other place as shall have been mutually agreed upon by the Agency and the Underwriter, except that the Bonds (with one certificate for each maturity of each series and otherwise in a form suitable for the book -entry system) shall be delivered to the Underwriter in New York, New York, through the book -entry system of The Depository Trust Company ("DTC"). Unless the DTC Fast Automated Securities Transfer ("FAST") is utilized, the Bonds will be made available for inspection by DTC at least one business day prior to the Closing. 7. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Agency contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Agency of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Agency of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions: (a) The Underwriter shall receive copies of the Official Statement (including all information previously permitted to have been omitted from the Preliminary Official Statement by Rule 15c2-12 and any amendments or supplements thereto as have been approved by the Underwriter as required by Section 4 hereof). (b) The representations and warranties of the Agency contained herein shall be true and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing, and the statements of the officers and other officials of the Agency made in any certificate or other document furnished pursuant to the provisions hereof are accurate. (c) At the time of the Closing, the Agency Legal Documents shall have been duly authorized, executed and delivered by the respective parties thereto, and the Official Statement shall have been duly authorized, executed and delivered by the Agency, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to by the Underwriter, and shall be in full force and effect; and there shall be in full force and effect such resolution or resolutions of the governing body of the Agency as, in the opinion of Bond Counsel, 9 shall be necessary or appropriate in connection with the transactions on the part of the Agency contemplated hereby. (d) At the time of the Closing, all necessary official action of the Agency relating to the Official Statement and the Agency Legal Documents shall have been taken and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect. (e) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents: (1) Bond Counsel Opinion. The approving opinion of Bond Counsel to the Agency, dated the date of the Closing and substantially in the form included as Appendix B to the Official Statement. (2) Supplemental Opinion of Bond Counsel. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the Closing, stating that the Underwriter may rely on the opinions of Bond Counsel described in paragraph (1) above as if such opinions were addressed to the Underwriter and to the following effect: (i) this Purchase Agreement has been duly executed and delivered by the Agency and (assuming due authorization, execution and delivery by and validity against the Underwriter) constitutes the valid and binding agreement of the Agency, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles; (ii) the statements contained in the Official Statement under the captions "INTRODUCTION," `REFUNDING PLAN," "THE 2017 BONDS," "SECURITY FOR THE 2017 BONDS," "TAX MATTERS," and in Appendices A and B, are accurate insofar as such statements expressly summarize certain provisions of the Indenture, the Escrow Agreements or the opinion of Bond Counsel; (iii) the Bonds are not subject to the registration requirements 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 (iv) the Agency has taken all actions required to defease the Prior Bonds and the Prior Bonds are no longer outstanding under the terms of the indentures of trust, as amended, pursuant to which they were issued. (3) Municipal Advisor Certificate. A certificate, dated the date of Closing, signed by a duly authorized official of the Agency's Municipal Advisor addressed to the Underwriter and the Agency to the effect, that, in connection with its participation in the preparation of 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 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 Official Statement as of the date thereof and the date of the Closing, contains an untrue statement of a material fact or omits 10 to state a material fact required to be stated therein as necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (4) Fiscal Consultant's Certificate. A certificate of HdL Coren & Cone, the Agency's Fiscal Consultant (the "Fiscal Consultant"), dated the date of the Closing, addressed to the Agency and the Underwriter, in form and substance acceptable to the Underwriter: (i) certifying as to the accuracy of the Fiscal Consultant's Report set forth in Appendix G to the Official Statement and the information in the Official Statement attributable to the Fiscal Consultant; (ii) consenting to the inclusion of such firm's Fiscal Consultant's Report in the Preliminary Official Statement and the Official Statement; and (iii) stating that, to the best of the Fiscal Consultant's knowledge, but without having conducted any investigation with respect thereto, nothing has come to the Fiscal Consultant's attention between the date of such report and the date of the Closing which would materially alter any of the conclusions set forth in such report. (5) Agency Counsel Opinion. An opinion of the City Attorney, acting as counsel to the Agency, dated the date of the Closing and addressed to the Underwriter, in form and substance acceptable to the Underwriter, to the following effect: (i) the Agency is a public body, corporate and politic, duly organized and existing under the laws of the State, with full right, power and authority to execute, deliver and perform its obligations under the Agency Legal Documents; (ii) the Agency Resolution and the Agency OS Resolution were duly adopted at meetings of the Agency called and held pursuant to law, with all public notice required by law and at which quorums were present and acting throughout; and the Agency Resolution and the Agency OS Resolution are in full force and effect and have not been modified amended or rescinded since their respective adoption date; (iii) the Agency Legal Documents and the Official Statement have been duly authorized, executed and delivered by the Agency and, assuming due authorization, execution and delivery by the other parties thereto, as applicable, the Agency Legal Documents constitute the valid, legal and binding obligations of the Agency enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles if equitable remedies are sought; (iv) to the best of such counsel's knowledge, the execution and delivery of the Agency Legal Documents and the Official Statement and compliance with the provisions of the Agency Legal Documents, under the circumstances contemplated thereby: (1) do not and will not in any material respect conflict with or constitute on the part of the Agency a breach of or default under any agreement or other instrument to which the Agency is a party or by which it is bound; and (2) do not and will not in any material respect constitute on the part of the Agency a violation, breach of or default under any existing law, regulation, court order or consent decree to which the Agency is subject; (v) to the best of such counsel's knowledge, except as otherwise disclosed in the Official Statement, there is no litigation or proceeding, pending and served upon the Agency, or threatened, challenging the creation, organization or existence of the Agency, or the validity of the Bonds or the Agency Legal Documents or seeking to restrain or enjoin any of the 11 transactions referred to therein or contemplated thereby, or under which a determination adverse to the Agency would have a material adverse effect upon the financial condition or the revenues of the Agency, or which, in any manner, questions the right of the Agency to issue, sell and deliver the Bonds, to enter into the Indenture or to use the Tax Revenues for repayment of the Bonds or affects in any manner the right or ability of the Agency to collect or pledge the Tax Revenues; and (vi) based upon such counsel's participation as counsel to the Agency in the preparation of the Official Statement, and without having undertaken to determine independently the fairness, accuracy or completeness of the statements contained in the Official Statement, Agency Counsel has no reason to believe that, as of its date and as of date of Closing, the information in the Official Statement relating to the Agency, the Tax Revenues and the Project Area (as such term is defined in the Indenture) (excluding any financial or statistical data with respect thereto, as to which no opinion is expressed) contains 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. (6) Trustee Counsel Opinion. The opinion of counsel to the Trustee, dated the date of the Closing, addressed to the Underwriter and the Agency, to the effect that: (i) the Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America, having full power to enter into, accept and administer the trusts created under the Indenture and the Escrow Agreements; (ii) the Indenture and the Escrow Agreements have been duly authorized, executed and delivered by the Trustee and the Indenture and the Escrow Agreements constitute the legal, valid and binding obligation of the Trustee, enforceable in accordance with their respective 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 (iii) except as may be required under Blue Sky or other securities laws of any state, 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 by the Trustee of the Indenture or the Escrow Agreements, or the consummation of the transactions on the part of the Trustee contemplated by the Indenture and the Escrow Agreements. (7) Agency Certificate. A certificate of the Agency, dated the date of the Closing, signed on behalf of the Agency by a duly authorized officer of the Agency, to the effect that: (i) the representations and warranties of the Agency contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing; (ii) no event affecting the 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 12 (iii) the Agency is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or is otherwise subject, which would have a material adverse impact on the Agency's ability to perform its obligations under the Agency Legal Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument. (8) Trustee's Certificate. A certificate of the Trustee, dated the date of the Closing, signed on behalf of the Trustee by a duly authorized officer of the Trustee, to the effect that: (i) the Trustee is a national banking association duly organized and validly existing under the laws of the United States of America; (ii) the Trustee has full power, authority and legal right to comply with the terms of the Indenture and the Escrow Agreements and to perform its obligations stated therein; and (iii) the Indenture and the Escrow Agreements have been duly authorized, executed and delivered by the Trustee and (assuming due authorization, execution and delivery by the Agency) constitute legal, valid and binding obligations of the Trustee in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally. (9) Documents. Executed copies of the Agency Legal Documents and the Official Statement and a copy of the Preliminary Official Statement. (10) Rating Letter. Letters from Standard & Poor's Global Ratings, a Standard & Poor's Financial Services LLC business ("S&P") to the effect that the Bonds have been assigned an insured rating of " " and an underlying rating of " ," which ratings shall be in effect as of the date of the Closing. (11) Disclosure Letter. A letter of Quint & Thimmig LLP ("Disclosure Counsel"), dated the date of the Closing, addressed to the Underwriter and the Agency, to the effect that, based upon its participation in the preparation of the Official Statement and without having undertaken to determine independently the fairness, accuracy or completeness of the statements contained in the Official Statement, such counsel has no reason to believe that, as of the date of the Closing, the Official Statement (excluding therefrom the reports, financial and statistical data and forecasts therein and the information included in the appendices thereto and information relating to DTC, the Insurer, the Policy and the Reserve Policy, as to which no advice need be expressed) contains 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. (12) Agency Resolutions. A copy of the Agency Resolution and the Agency OS Resolution, together with a certificate of the Secretary of the Agency to the effect that 13 the Agency Resolution and the Agency OS Resolution remain in full force and effect, and have not been amended, rescinded or otherwise modified since their respective dates of adoption. (13) Oversight Board Resolution. A copy of the Oversight Board Resolution. (14) Oversight Board Certificate. A certificate of the Secretary of the Oversight Board to the effect that the Oversight Board Resolution remains in full force and effect and has not been amended, rescinded or otherwise modified since its date of adoption. (15) Verification Report. A report, dated the date of the Closing, of Grant Thornton LLP, independent certified public accountants (the "Verification Agent"), to the effect that it has verified the accuracy of the mathematical computations of the adequacy of the deposits in the escrow funds for the Prior Bonds for the full and timely payment of all principal (including premium, if any) and interest due on the Prior Bonds as contemplated by the Escrow Agreements. (16) Policy; Reserve Policy. The executed Policy and the executed Reserve Policy issued by the Insurer. (17) Insurer Certificate. A certificate of the Insurer as to the accuracy of the information in Official Statement relating to the Insurer, the Policy and the Reserve Policy. (18) Insurer Counsel Opinion. An opinion of counsel to the Insurer, dated as of the date of Closing, addressed to the Underwriter and the Agency in form and substance acceptable to the Underwriter, substantially to the effect that: (i) the Insurer has been duly incorporated and is validly existing and in good standing under the laws of the state of its incorporation; and (ii) the Policy and the Reserve Policy constitute the legal, valid and binding obligations of the Insurer enforceable in accordance with their respective terms, subject to enforcement, bankruptcy, insolvency, reorganization, rehabilitation and other similar laws of general applicability relating to or affecting creditors' and/or claimants' rights against insurance companies and to general equity principles. (19) DTC Letter of Representations. The executed Blanket Letter of Representations of the Agency. (20) CDIAC Forms. A report of proposed debt issuance, acknowledgement thereof and final report to the California Debt and Investment Advisory Commission with respect to the Bonds. (21) Tax Certificate. A no arbitrage certificate with respect to the Series 2017A Bonds in a form acceptable to Bond Counsel. (22) Additional Documents. Such additional certificates, instruments and other documents as Bond Counsel, the Agency or the Underwriter may reasonably deem necessary. All the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter. 14 If the Agency shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Agreement, if the Agency shall determine in good faith (and provide written notice to the Underwriter) that legislation has been introduced or proposals made by the Governor of the State which if enacted and effective would impose additional limitations or burdens on the Agency by reason of the issuance of the Bonds or which purport to prohibit the issuance of the Bonds, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and the Underwriter shall be under no further obligation hereunder; except that Section 9 hereof shall remain in effect in any event. 8. Termination. The Underwriter shall have the right to terminate this Purchase Agreement, without liability therefor, by notification to the Agency if at any time between the date hereof and prior to the Closing: (a) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (b) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any Federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the Agency, or the interest on bonds or notes or obligations of the general character of the Bonds; or (c) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or (d) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the 15 issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (e) 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 which restrictions materially adversely affect the Underwriter's ability to trade the Bonds; or (f) a general banking moratorium shall have been established by federal or State authorities; or (g) the United States has become engaged in hostilities which have resulted in a declaration of war or a national emergency or there has occurred any other outbreak of hostilities or a national or international calamity or crisis, or there has occurred any escalation of existing hostilities, calamity or crisis, financial or otherwise, the effect of which on the financial markets of the United States being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds; or (h) 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 (i) the commencement of any action, suit or proceeding described in Section 5(g) hereof which, in the judgment of the Underwriter, materially adversely affects the market price of the Bonds; or (j) there shall be in force a general suspension of trading on the New York Stock Exchange. 9. Expenses. The Agency will pay or cause to be paid the approved expenses incident to the performance of its obligations hereunder and certain expenses relating to the sale of the Bonds, including, but not limited to: (a) the cost of the preparation and printing or other reproduction of the Agency Legal Documents (other than this Purchase Agreement); (b) the fees and disbursements of Bond Counsel, Disclosure Counsel, the Municipal Advisor, the Fiscal Consultant, counsel to the Agency and any other experts or other consultants retained by the Agency; (c) the costs and fees of the credit rating agencies; (d) the cost of preparing and delivering the definitive Bonds; (e) the cost of providing immediately available funds on the date of the Closing; (f) the cost of the printing or other reproduction of the Preliminary Official Statement and Official Statement and any amendment or supplement thereto, including a reasonable number of certified or conformed copies thereof (g) the Underwriter's out-of-pocket expenses incurred with the financing; (h) the fees paid to third parties for a continuing disclosure undertaking compliance review, if any; and (i) expenses (included in the costs to be paid from the Underwriter's Discount) incurred on behalf of the City's or the Agency's employees which are incidental to implementing this Purchase Agreement and the rating presentation. 16 The Underwriter will pay the expenses of the preparation of this Purchase Agreement and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds and the fees and disbursements of Underwriter's Counsel. The Underwriter is required to pay the fees of the California Debt and Investment Advisory Commission in connection with the offering of the Bonds. The Agency acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider such fees. Notwithstanding the fact that such fees are solely the legal obligation of the Underwriter, the Agency agrees to reimburse the Underwriter for such fees. 10. Notices. Any notice or other communication to be given to the Agency under this Purchase Agreement may be given by delivering the same in writing at the Agency's address set forth above; Attention: Executive Director, and to the Underwriter under this 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 Brown. 11. Parties in Interest. This Purchase Agreement is made solely for the benefit of the Agency and the Underwriter and no other person shall acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and agreements of the Agency contained in this Purchase Agreement shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Purchase Agreement; and (iii) any termination of this Purchase Agreement. 12. Effectiveness and Counterpart Signatures. This Purchase Agreement shall become effective upon the execution of the acceptance by an authorized officer of the Agency and shall be valid and enforceable at the time of such acceptance and approval. This Purchase Agreement may be executed by the parties hereto by facsimile transmission and in separate counterparts, each of which when so executed and delivered (including delivery by facsimile transmission) shall be an original, but all such counterparts shall together constitute but one and the same instrument. 13. Headings. The headings of the sections of this Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof. 17 14. Governing Law. This Purchase Agreement shall be construed in accordance with the laws of the State. Very truly yours, STIFEL, NICOLAUS & COMPANY, INCORPORATED By: Its: Authorized Officer Accepted as of p.m.: SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By: Executive Director 18 EXHIBIT A MATURITY SCHEDULE $ SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAX ALLOCATION REFUNDING BONDS, SERIES 2017A Maturity Date Principal Initial Offering (December 15) Amount Interest Rate Price * Term Bond. c Priced to the first optional redemption date of December 15, 20 at par. 10% Test Used [REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY.] A-1 Hold the Offering Price Rule Used MATURITY SCHEDULE CONTINUED SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAXABLE TAX ALLOCATION REFUNDING BONDS, SERIES 2017B Maturity Date (December 15) Principal Amount Interest Rate Initial Offering Price * Tenn Bond. c Priced to the first optional redemption date of December 15, 20 at par. Optional Redemption. The Series 2017A Bonds maturing on or before December 15, 20 are not subject to optional redemption prior to maturity. The Series 2017A Bonds maturing on and after December 15, 20, are subject to redemption, at the option of the Agency, on any date on or after December 15, 20 , as a whole or in part, by such maturities as shall be determined by the Agency (or, in lieu of such determination pro rata among maturities), and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount of the Series 2017A Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. The Series 2017B Bonds maturing on or before December 15, 20 are not subject to optional redemption prior to maturity. The Series 2017B Bonds maturing on and after December 15, A-2 20, are subject to redemption, at the option of the Agency, on any date on or after December 15, 20 , as a whole or in part, by such maturities as shall be determined by the Agency (or, in lieu of such determination pro rata among maturities), and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount of the Series 2017B Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. Mandatory Sinking Account Redemption. The Series 2017A Bonds maturing on December 15, (the " 2017A Term Bonds"), are subject to mandatory redemption from sinking account payments set forth in the following schedule on December 15, , and on each December 15 thereafter, to and including December 15, , at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the 2017A Term Bonds have been optionally redeemed, the total amount of sinking account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 2017A Term Bonds so redeemed by reducing each such future sinking account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Agency with the Trustee. Sinking Account Redemption Date (December 15) (maturity) 2017A Term Bonds Principal Amount To Be Redeemed The Series 2017B Bonds maturing on December 15, (the " 2017B Term Bonds"), are subj ect to mandatory redemption from sinking account payments set forth in the following schedule on December 15, , and on each December 15 thereafter, to and including December 15, , at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the 2017B Term Bonds have been optionally redeemed, the total amount of sinking account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the 2017B Term Bonds so redeemed by reducing each such future sinking account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Agency with the Trustee. Sinking Account Redemption Date (December 15) (maturity) 2017B Term Bonds A-3 Principal Amount To Be Redeemed EXHIBIT B SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAX ALLOCATION REFUNDING BONDS, SERIES 2017A FORM OF ISSUE PRICE CERTIFICATE The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated ("Stifel") hereby certifies as set forth below with respect to the sale and issuance of the above -captioned bonds (the "Bonds"). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. [Initial Offering Price of the Hold -the -Offering -Price Maturities. (a) Stifel offered the Hold -the -Offering -Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (b) As set forth in the Bond Purchase Agreement, dated , 2017, by and among Stifel and the Successor Agency to the Temecula Redevelopment Agency, Stifel has agreed in writing that, (i) for each Maturity of the Hold -the -Offering -Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering - price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold -the - offering -price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the -Offering -Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.] 3. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (b) [Hold -the -Offering -Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "Hold -the -Offering -Price Maturities." (c) Holding Period means, with respect to a Hold -the -Offering -Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ( , 2017), or (ii) the date on which Stifel has sold at least 10% of such Hold -the -Offering -Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold -the -Offering -Price Maturity.] B-1 (d) Issuer means the Successor Agency to the Temecula Redevelopment Agency. (e) 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. (f) 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. (g) [Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is , 2017. (h) 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).] 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 and with respect to compliance with the federal income tax rules affecting the Bonds, and by Stradling Yocca Carlson & Rauth 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. Dated: , 2017 STIFEL, NICOLAUS & COMPANY, INCORPORATED By: Name: B-2 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES [AND INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES] (Attached) B-3 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) B-4 EXHIBIT C SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAX ALLOCATION REFUNDING BONDS, SERIES 2017A AND SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY TAXABLE TAX ALLOCATION REFUNDING BONDS, SERIES 2017B RULE 15c2-12 CERTIFICATE The undersigned hereby certifies and represents to Stifel, Nicolaus & Company, Incorporated (the "Underwriter") that the undersigned is a duly appointed and acting officer of the Successor Agency to the Temecula Redevelopment Agency (the "Agency") authorized to execute this Certificate, and further hereby certifies and confirms on behalf of the Agency to the Underwriter as follows: 2017. (1) This Certificate is delivered to enable the Underwriter to comply with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") in connection with the offering and sale of the above -captioned bonds (the "Bonds"). (2) In connection with the offering and sale of the Bonds, there has been prepared a Preliminary Official Statement, dated [ , 2017], setting forth information concerning the Bonds and the Agency, as issuer of the Bonds (the "Preliminary Official Statement"). (3) As used herein, "Permitted Omissions" shall mean the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters and the identity of the underwriter(s), all with respect to the Bonds. (4) The Preliminary Official Statement is, except for the Permitted Omissions, deemed final within the meaning of the Rule and has been, and the information therein is accurate and complete in all material respects except for the Permitted Omissions. IN WITNESS WHEREOF, I have hereunto set my hand as of the day of * Preliminary, subject to change. SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By Authorized Officer C-1 r ITEM 3 L OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Executive Director/Board of Directors FROM: Jennifer Hennessy, Finance Officer DATE: September 13, 2017 SUBJECT: Approve the Successor Agency to the Temecula Redevelopment Agency's Execution of a 2007 Bond Proceeds Funding Agreement PREPARED BY: Jennifer Hennessy, Finance Officer RECOMMENDATION: That the Board of Directors a resolution entitled: RESOLUTION NO. OB SARDA 17- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A 2007 BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS BACKGROUND: Before dissolution, the former Redevelopment Agency issued the multiple series of bonds, including its Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), in the principal amount of $15,790,000 (below, the "Bonds"). Proceeds of the Bonds were intended to be used to finance projects within or of benefit to Temecula Redevelopment Project No. 1 project area. According to the bond trustee's records, there is approximately $210,000 of unspent bond proceeds remaining. Pursuant to Section 34191.4 of the Health and Safety Code, after the Successor Agency's receipt of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF"), the unspent proceeds of the Bonds shall be used for the purposes for which the Bonds were sold, in a manner consistent with the bond covenants. The Successor Agency received its Finding of Completion on April 26, 2013. Because of the Successor Agency's limited staffing and resources and the City's traditional role and established procedures for the awarding of public works contracts, it is desirable for the Successor Agency to transfer the remaining unspent bond proceeds to the City, for the City to implement and perform the work required for the projects. Each transfer of bond proceeds to the City must be listed on a Recognized Obligation Payment ("ROPS"). Under current law, the Successor Agency prepares a ROPS once a year. Each ROPS must be submitted to the Oversight Board and the DOF for approval. While the Successor Agency may choose to transfer the bond proceeds over time based on actual contract needs for each ROPS period, it is preferable for all of the remaining unspent bond proceeds to be transferred to the City at once, to facilitate the effective and efficient implementation of the projects. Pursuant to the attached 2007 Bond Proceeds Funding Agreement, the Successor Agency will list the transfer of all of the remaining bond proceeds on the next available ROPS (which covers the 2018-19 fiscal year), and will transfer the bond proceeds to the City per the DOF-approved ROPS. Exhibit A of the 2007 Bond Proceeds Funding Agreement contains a list of the anticipated projects, but also specifies that the actual projects to be funded may be different from those currently listed, as determined by the City. At its meeting September 5, 2017, the Successor Agency approved Resolution No. SARDA 17- 04, approving the 2007 Bond Proceeds Funding Agreement. FISCAL IMPACT: Assuming the Oversight Board's and the DOF's approval of the 2007 Bond Proceeds Funding Agreement and the relevant line item on the next ROPS, the Successor Agency will transfer the remaining unspent proceeds of the Bonds to the City at the commencement of Fiscal Year 2018-19. Thereafter, the City will use the bond proceeds for projects in a manner consistent with the bond covenants and the 2007 Bond Proceeds Funding Agreement, without additional review by the Oversight Board and the DOF. ATTACHMENTS: 1) Resolution No. OB SARDA 17-_, including Attachment A— 2007 Bond Proceeds Funding Agreement 2) Resolution No. SARDA 17-04 (Certified Copy) RESOLUTION NO. OB SARDA 17- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A 2007 BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The Oversight Board (this "Oversight Board") of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") hereby finds, determines and declares that: (a) Before dissolution, the former Redevelopment Agency of the City of Temecula (the "Former Agency") issued its Temecula Redevelopment Project No. 1, 2007 Tax Allocation Bonds (Subordinate Lien), in the principal amount of $15,790,000 (the "Bonds"). (b) The Bonds were issued pursuant to and are governed by an Indenture of Trust, dated as of December 1, 2006, as supplemented and amended by a First Supplemental Indenture of Trust, dated as of October 1, 2007, each by and between the Former Agency and U.S. Bank National Association, as trustee. (c) The Bonds were issued to finance projects within or of benefit to a project area of the Former Agency known as the Temecula Redevelopment Project No. 1 (the "Project Area"). (d) Pursuant to AB X1 26 (enacted in June 2011), and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted as the successor entity to the Former Agency, and this Oversight Board was established. (e) Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties, contracts, books and records of the Former Agency, including the unspent proceeds of the Bonds, transferred to the control of the Successor Agency by operation of law. (f) Pursuant to HSC Section 34191.4, after the receipt by the Successor Agency of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF") under HSC Section 34179.7, the unspent proceeds of the Bonds may be used for the purposes for which the Bonds were sold, in a manner consistent with the relevant covenants in the Indenture. 11086-0194\2106350v1. doc (g) By a letter dated April 26, 2013, the DOF informed the Successor Agency that the DOF has issued a Finding of Completion to the Successor Agency. (h) The Successor Agency desires to use the remaining unspent proceeds of the Bonds (the "Remaining Bond Proceeds") for the purpose of which the Bonds were sold, namely the financing of projects within or of benefit to the Project Area that are consistent with the bond covenants (collectively, the "Projects"). (i) Because of the limited staffing of the Successor Agency and the City's traditional role and established procedures with respect to the awarding of public works contracts, the Successor Agency and the City desire to enter into a 2007 Bond Proceeds Funding Agreement in order that the City may perform or cause to be performed the work required for the Projects, substantially in the form attached as Attachment A (the "Funding Agreement"). (j) The Funding Agreement will provide for the transfer of the Remaining Bond Proceeds to the City, for the City to perform or cause to be performed the work required for the Projects and expend the Remaining Bond Proceeds in connection therewith. (k) The execution of the Funding Agreement will be in furtherance of the winding down of the Former Agency's affairs, with respect to the expenditure of unspent bond proceeds as permitted under HSC Section 34191.4. Section 2. Approval of Successor Agency Agreement. This Oversight Board hereby approves the Successor Agency's execution and delivery of the Funding Agreement. Section 3. Other Acts. The members of the Oversight Board and officers and staff of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable to effectuate this Resolution and to implement the Funding Agreement. Section 4. Certification. The Secretary shall certify to the adoption of this Resolution. -2- 11086-0194\2106350v1. doc PASSED, APPROVED AND ADOPTED, by the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency at a meeting held on the 13th day of September, 2017. ATTEST: Randi Johl, City Clerk/Board Secretary -3- 11086-0194\2106350v1. doc John Kelliher, Chairperson ATTACHMENT A 2007 Bond Proceeds Funding Agreement (substantial final form) (see attached) 11086-0194\2106350v1. doc STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk/Board Secretary of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency, HEREBY DO CERTIFY that the foregoing Resolution No. OB SARDA 17- was duly and regularly adopted by the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency at a meeting held on the 13th day of September, 2017, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSENT: BOARD MEMBERS: Randi Johl City Clerk/Board Secretary 11086-0194\2106350v1. doc 2007 BOND PROCEEDS FUNDING AGREEMENT This 2007 BOND PROCEEDS FUNDING AGREEMENT (this "Agreement"), dated as of , 2017, is entered into by and between the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") and the City of Temecula (the "City," and together with the City, the "Parties"). RECITALS: A. Before dissolution, the former Redevelopment Agency of the City of Temecula (the "Former Agency") issued its Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), in the principal amount of $15,790,000 (the "Bonds"). B. The Bonds were issued pursuant to and are governed by an Indenture of Trust, dated as of December 1, 2006, as supplemented and amended by a First Supplemental Indenture of Trust, dated as of October 1, 2007 (as supplemented and amended, the "Indenture"), each by and between the Former Agency and U.S. Bank National Association, as trustee (the "Trustee"). C. The Bonds were issued to finance projects within or of benefit to a project area known as the Temecula Redevelopment Project No. 1 (the "Project Area"). D. Pursuant to AB X1 26 (enacted in June 2011), and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted as the successor entity to the Former Agency, and an oversight board of the Successor Agency (the "Oversight Board") was established. E. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties, contracts, books and records of the Former Agency, including the unspent proceeds of the Bonds, transferred to the control of the Successor Agency by operation of law. F. Pursuant to HSC Section 34191.4(c)(1)(A), after the receipt by the Successor Agency of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF") under HSC Section 34179.7, the unspent proceeds of the Bonds shall be used for the purposes for which the Bonds were sold, in a manner consistent with the bond covenants. G. By a letter dated April 26, 2013, the DOF informed the Successor Agency that the DOF has issued a Finding of Completion to the Successor Agency. H. The Successor Agency desires to use the remaining unspent proceeds of the Bonds (the "Remaining Bond Proceeds") for the purpose of which the Bonds were sold, namely the financing of projects within or of benefit to the Project Area that are consistent with the bond covenants, including those listed in Exhibit A (collectively, the "Projects"). I. Because of the limited staffing of the Successor Agency and the City's traditional role and established procedures with respect to the awarding of public works contracts, the -1- 11086-0194\2093473v3.doc Successor Agency and the City desire to enter into this Agreement in order that the City may perform or cause to be performed the work required for the Projects, with payment therefor to be made from the Remaining Bond Proceeds. J. This Agreement provides for the transfer of the Remaining Bond Proceeds to the City for the City to perform or cause to be performed the work required for the Projects. K. Pursuant to HSC Section 34177(o), the Successor Agency must prepare a Recognized Obligation Payment Schedule ("ROPS") each year, listing its expected expenditure and disbursement of moneys during each six month period covered by such ROPS. Each ROPS must be submitted to the Oversight Board and the DOF for approval. L. Pursuant to HSC Section 34191.4(c)(1)(A), the expenditure of the Remaining Bond Proceeds for an obligation must be listed on a ROPS. M. This Agreement is in furtherance of the winding down of the Former Agency's affairs, with respect to the expenditure of unspent bond proceeds as permitted under HSC Section 34191.4. N. Resolution No. adopted by the Oversight Board on, 2017 approving the Successor Agency' s execution and delivery of this Agreement was approved [deemed approved] by the DOF pursuant to HSC Section 34179(h) on , 2017. NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Section 1. Subject to the provisions of this Agreement and with the funding provided pursuant to this Agreement, the City agrees to perform or cause to be performed the work required for the Projects, including but not limited to contracting for, or otherwise supervising or performing the preparation of designs, plans and specifications and all demolitions, construction and installations. The City shall perform such work in accordance with all applicable federal, state and local laws, rules and regulations. Subject to the covenants set forth herein, the City shall have the sole discretion with respect to the design, planning, specification and the timing with respect to all components of the Projects. Section 2. (a) The Successor Agency has included on the ROPS ("ROPS 18-19") for the period from July 1, 2018 through June 30, 2019 (the "ROPS 18-19 Period"), a line item listing the transfer of the Remaining Bond Proceeds to the City. (b) As soon as practicable after the commencement of the ROPS 18-19 Period, the Successor Agency shall transfer the Remaining Bond Proceeds, as approved on ROPS 18-19, to the City. Section 3. The City shall use the Remaining Bond Proceeds transferred to it pursuant to this Agreement for costs of the Projects (or reimbursement to the City for any funds advanced for costs of the Projects) in a manner consistent with the applicable bond covenants, including, but not limited to, any covenants regarding the tax-exempt status of interest on the Bonds (and any tax-exempt bonds issued to refund the Bonds) under the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. -2- Section 4. To the extent the City still holds unspent Remaining Bond Proceeds transferred pursuant to this Agreement after the completion of the Projects (as determined by the legislative body of the City), the City shall return such unspent Remaining Bond Proceeds to the Successor Agency within a reasonable time after such determination to be disposed of as provided in HSC Section 34191.4(c)(2) or otherwise consistent with the applicable provisions of the HSC. Section 5. Each Party shall maintain books and records regarding its duties pursuant to this Agreement. Such books and records shall be available for inspection by the officers and agents of the other Party at all reasonable times. Section 6. The Parties agree to take all appropriate steps and execute any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. Section 7. This Agreement may be amended from time to time by written instrument executed by both Parties. Section 8. No official, agent, or employee of the Successor Agency or the City, or members of the City Council, or members of the Successor Agency Board of Directors or Oversight Board shall be individually or personally liable for any payment hereunder in the event of any default or breach by the Successor Agency or the City, or for any amount which may otherwise become due to the City or Successor Agency, or successor thereto, or on any obligations under the terms or in furtherance of this Agreement. Section 9. This Agreement is made in the State of California under the Constitution and laws of the State of California, and is to be so construed. -3- IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers. ATTEST: Secretary ATTEST: City Clerk SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By Executive Director CITY OF TEMECULA By Mayor -4- EXHIBIT A Description of Projects 1. Design and construction of roadway improvements on Motor Car Parkway, Ynez Road, Margarita Road and Solana Way. 2. Any other programs, projects and activities within or of benefit to the Project Area, so long as the program or project is determined by the City to be consistent with applicable bond covenants. -5- 11086-0194\2093473v3.doc RESOLUTION NO. SARDA 17-04 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A 2007 BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The Board of Directors (this "Board") of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") hereby finds, determines and declares that: (a) Before dissolution, the former Redevelopment Agency of the City of Temecula (the "Former Agency") issued its Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), in the principal amount of $15,790,000 (the "Bonds"). (b) The Bonds were issued pursuant to and are governed by an Indenture of Trust, dated as of December 1, 2006, as supplemented and amended by a First Supplemental Indenture of Trust, dated as of October 1, 2007, each by and between the Former Agency and U.S. Bank National Association, as trustee. (c) The Bonds were issued to finance projects within or of benefit to a project area known as the Temecula Redevelopment Project No. 1 (the "Project Area"). (d) Pursuant to AB X1 26 (enacted in June 2011), and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted as the successor entity to the Former Agency, and an oversight board of the Successor Agency (the "Oversight Board") was established. (e) Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties, contracts, books and records of the Former Agency, including the unspent proceeds of the Bonds, transferred to the control of the Successor Agency by operation of law. (f) Pursuant to HSC Section 34191.4(c)(1)(A), after the receipt by the Successor Agency of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF") under HSC Section 34179.7, the unspent proceeds of the Bonds shall be used for the purposes for which the Bonds were sold, in a manner consistent with the bond covenants. (g) By a letter dated April 26, 2013, the DOF informed the Successor Agency that the DOF has issued a Finding of Completion to the Successor Agency. SARDA Resos 17-04 1 1 hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct Copy of an original on deist within the records f the City of Temecula, this r 1/4 day of n 20_11. RANDI ,OHL.OLSON, JD, MM , CITY CLERK B (h) The Successor Agency desires to use the remaining unspent proceeds of the Bonds (the "Remaining Bond Proceeds") for the purpose of which the Bonds were sold, namely the financing of projects within or of benefit to the Project Area that are consistent with the bond covenants (collectively, the "Projects"). (i) Because of the limited staffing of the Successor Agency and the City's traditional role and established procedures with respect to the awarding of public works contracts, the Successor Agency and the City desire to enter into a 2007 Bond Proceeds Funding Agreement in order that the City may perform or cause to be performed the work required for the Projects, substantially in the form attached as Attachment A (the "Funding Agreement"). (j) The Funding Agreement will provide for the transfer of the Remaining Bond Proceeds to the City, for the City to perform or cause to be performed the work required for the Projects and expend the Remaining Bond Proceeds in connection therewith. (k) The execution of the Funding Agreement will be in furtherance of the winding down of the Former Agency's affairs, with respect to the expenditure of unspent bond proceeds as permitted under HSC Section 34191.4. Section 2. Approval of Agreement. The Funding Agreement, in the form attached hereto as Attachment A, is hereby approved. Each of the Chair of this Board (or in the Chair's absence, the Vice Chair) and the Executive Director of the Successor Agency (each, an "Authorized Officer"), acting individually, is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Funding Agreement, in substantially such form, with changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by the execution and delivery thereof); provided that such execution and delivery shall occur after the effectiveness (pursuant to Health and Safety Code Section 34179(h)) of the Oversight Board's resolution approving the execution and delivery of the Funding Agreement. Section 3. Request to Oversight Board for Approval. This Board hereby requests that the Oversight Board approve the execution and delivery of the Successor Agency's Funding Agreement. The Successor Agency Board Secretary is hereby directed to transmit this Resolution to the Oversight Board for consideration at the earliest possible date. Section 4. Other Acts. The Chair, the Vice Chair, the Executive Director and all other officers of the Successor Agency are hereby authorized, jointly and severally, to do all things, including the execution and delivery of documents and instruments, which they may deem necessary or proper to effectuate the purposes of this Resolution and the Funding Agreement, and implement the Funding Agreement. The Successor Agency Board Secretary is authorized to attest to the Successor Agency officers' signatures to any such document or instrument. I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an SARDA Resos 17-04 2 original on deposit within the records a the City of Temecula, this day of E M, -pp ►1 RANDI JOHL•QL$ON, JD, MM , CITY CLERK By: Section 5. Certification. The Board Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency this 5th day of September, 2017. ATTEST - Ran i Jo 1, Secretary [SEAL] SARDA Resos 17-04 3 Maryann Edwards, Chair I hereby certify, under the penalty of perjury, that the above and foregoing la a true and correct copy of an original on deposit within the fecords of gie City of Temecula, Ihiaday o! 5mlaav L�. RANDI JQHL-OLSON, JD, MM , CITY CLERK STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Successor Agency to the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. SARDA 17-04 was duly and regularly adopted by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency at a meeting thereof held on the 5th day of September, 2017, by the following vote: AYES: 5 BOARD MEMBERS: Comerchero, Naggar, Rahn, Stewart, Edwards NOES: 0 BOARD MEMBERS: None ABSTAIN: 0 BOARD MEMBERS: None ABSENT: 0 BOARD MEMBERS: None Randi Johl, Secretary I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an SARDA Resos 17-04 4 original on depo within the records of qre City of Temecula, this day of 'i°�t;yp, RANDI frL-OLSON, JD, MMC, CITY CLERK a ATTACHMENT A 2007 Bond Proceeds Funding Agreement (substantial final form) (see attached) I hereby certify, under the penalty of perjury, that the above and foregoing Is a true and correct copy of an original on deposit wilhin the reco ds o the City of Temecula, this 7\ day of �,a�, RANDI,ki�HL.OLSDN, JD, MM CITY CLERK 2007 BOND PROCEEDS FUNDING AGREEMENT This 2007 BOND PROCEEDS FUNDING AGREEMENT (this "Agreement"), dated as of , 2017, is entered into by and between the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") and the City of Temecula (the "City," and together with the City, the "Parties"). RECITALS: A. Before dissolution, the former Redevelopment Agency of the City of Temecula (the "Former Agency") issued its Temecula Redevelopment Project No. 1 2007 Tax Allocation Bonds (Subordinate Lien), in the principal amount of $15,790,000 (the "Bonds"). B. The Bonds were issued pursuant to and are governed by an Indenture of Trust, dated as of December 1, 2006, as supplemented and amended by a First Supplemental Indenture of Trust, dated as of October 1, 2007 (as supplemented and amended, the "Indenture"), each by and between the Former Agency and U.S. Bank National Association, as trustee (the "Trustee"). C. The Bonds were issued to finance projects within or of benefit to a project area known as the Temecula Redevelopment Project No. 1 (the "Project Area"). D. Pursuant to AB X1 26 (enacted in June 2011), and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted as the successor entity to the Former Agency, and an oversight board of the Successor Agency (the "Oversight Board") was established. E. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties, contracts, books and records of the Former Agency, including the unspent proceeds of the Bonds, transferred to the control of the Successor Agency by operation of law. F. Pursuant to HSC Section 34191.4(c)(1)(A), after the receipt by the Successor Agency of a finding of completion (the "Finding of Completion") issued by the California State Department of Finance (the "DOF") under HSC Section 34179.7, the unspent proceeds of the Bonds shall be used for the purposes for which the Bonds were sold, in a manner consistent with the bond covenants. G. By a letter dated April 26, 2013, the DOF informed the Successor Agency that the DOF has issued a Finding of Completion to the Successor Agency. H. The Successor Agency desires to use the remaining unspent proceeds of the Bonds (the "Remaining Bond Proceeds") for the purpose of which the Bonds were sold, namely the financing of projects within or of benefit to the Project Area that are consistent with the bond covenants, including those listed in Exhibit A (collectively, the "Projects"). I. Because of the limited staffing of the Successor Agency and the City's traditional role and established procedures with respect to the awarding of public works contracts, the I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an original on depo }t,wilhin the ret rds o the City of Temecula, this, day of 5 2t7 RAND! HL•OLSON, JD, MM , CITY CLERK By: Successor Agency and the City desire to enter into this Agreement in order that the City may perform or cause to be performed the work required for the Projects, with payment therefor to be made from the Remaining Bond Proceeds. J. This Agreement provides for the transfer of the Remaining Bond Proceeds to the City for the City to perform or cause to be performed the work required for the Projects. K. Pursuant to HSC Section 34177(o), the Successor Agency must prepare a Recognized Obligation Payment Schedule ("ROPS") each year, listing its expected expenditure and disbursement of moneys during each six month period covered by such ROPS. Each ROPS must be submitted to the Oversight Board and the DOF for approval. L. Pursuant to HSC Section 34191.4(c)(1)(A), the expenditure of the Remaining Bond Proceeds for an obligation must be listed on a ROPS. M. This Agreement is in furtherance of the winding down of the Former Agency's affairs, with respect to the expenditure of unspent bond proceeds as permitted under HSC Section 34191.4. N. Resolution No. adopted by the Oversight Board on , 2017 approving the Successor Agency's execution and delivery of this Agreement was approved [deemed approved] by the DOF pursuant to HSC Section 34179(h) on , 2017. NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Section 1. Subject to the provisions of this Agreement and with the funding provided pursuant to this Agreement, the City agrees to perform or cause to be performed the work required for the Projects, including but not limited to contracting for, or otherwise supervising or performing the preparation of designs, plans and specifications and all demolitions, construction and installations. The City shall perform such work in accordance with all applicable federal, state and local laws, rules and regulations. Subject to the covenants set forth herein, the City shall have the sole discretion with respect to the design, planning, specification and the timing with respect to all components of the Projects. Section 2. (a) The Successor Agency has included on the ROPS ("ROPS 18-19") for the period from July 1, 2018 through June 30, 2019 (the "ROPS 18-19 Period"), a line item listing the transfer of the Remaining Bond Proceeds to the City. (b) As soon as practicable after the commencement of the ROPS 18-19 Period, the Successor Agency shall transfer the Remaining Bond Proceeds, as approved on ROPS 18-19, to the City. Section 3. The City shall use the Remaining Bond Proceeds transferred to it pursuant to this Agreement for costs of the Projects (or reimbursement to the City for any funds advanced for costs of the Projects) in a manner consistent with the applicable bond covenants, including, but not limited to, any covenants regarding the tax-exempt status of interest on the Bonds (and any tax-exempt bonds issued to refund the Bonds) under the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an original on deposl!t�vwthin the records oqf� the City f Temecula, this71 ,day of 5 c v c" ,20 . RANDI JOHL-OLSON, JO, M CITY CLERK By: Section 4. To the extent the City still holds unspent Remaining Bond Proceeds transferred pursuant to this Agreement after the completion of the Projects (as determined by the legislative body of the City), the City shall return such unspent Remaining Bond Proceeds to the Successor Agency within a reasonable time after such determination to be disposed of as provided in HSC Section 34191.4(c)(2) or otherwise consistent with the applicable provisions of the HSC. Section 5. Each Party shall maintain books and records regarding its duties pursuant to this Agreement. Such books and records shall be available for inspection by the officers and agents of the other Party at all reasonable times. Section 6. The Parties agree to take all appropriate steps and execute any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. Section 7. This Agreement may be amended from time to time by written instrument executed by both Parties. Section 8. No official, agent, or employee of the Successor Agency or the City, or members of the City Council, or members of the Successor Agency Board of Directors or Oversight Board shall be individually or personally liable for any payment hereunder in the event of any default or breach by the Successor Agency or the City, or for any amount which may otherwise become due to the City or Successor Agency, or successor thereto, or on any obligations under the terms or in furtherance of this Agreement. Section 9. This Agreement is made in the State of California under the Constitution and laws of the State of California, and is to be so construed. 1 hereby earthy, under the penalty of perjury, that the above and foregoing lea true and correct copy 0f an original 0n de ileco d within the s of the laity 01 Temecula, this day of 5 RAND OHL•OLSON. Jia, MM CITY CLERK 8 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers. ATTEST: Secretary ATTEST: City Clerk SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By Executive Director CITY OF TEMECULA By Mayor 1 hereby certify, under the penalty of penury, that the above and foregoing is a true and correct copy of an original on depose within the records sf the City of Temecula, this deposit of 'Sr wt \ t;2o 1j, RANDIOHL•OLSON, JD, MM CITY CLERK a EXHIBIT A Description of Projects 1. Design and construction of roadway improvements on Motor Car Parkway, Ynez Road, Margarita Road and Solana Way 2. Any other programs, projects and activities within or of benefit to the Project Area, so long as the program or project is determined by the City to be consistent with applicable bond covenants. 1 hereby certify, under the penalty of perjury, that the above and foregoing Is a true and correct copy of an original on depo it rain the reca ds of a City of Temecula, this day of za_. RANDI,t1HL•OLSON, JO, MM , CITY CLERK By. tiV L ITHM4 OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: Executive Director/Board of Directors FROM: Jennifer Hennessy, Finance Officer DATE: September 5, 2017 SUBJECT: Approve the Successor Agency to the Temecula Redevelopment Agency's Execution and Delivery of a Housing Bond Proceeds Funding Agreement PREPARED BY: Jennifer Hennessy, Finance Officer RECOMMENDATION: That the Board of Directors adopt a resolution entitled: RESOLUTION NO. OB SARDA 17- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A HOUSING BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS BACKGROUND: Pursuant to AB X1 26, the City Council of the City of Temecula adopted Resolution No. 12-11 on January 24, 2012, electing for the City to retain the housing assets and housing functions previously performed by the former Redevelopment Agency of the City of Temecula (the "Former Agency"), as allowed by law, and thereby becoming the "Housing Successor." Before dissolution, the Former Agency issued bonds in 2010 and 2011 to finance low and moderate income housing projects (the "Housing Bonds"). According to the bond trustee's records, there remains approximately $12.5 million of unspent proceeds of the Housing Bonds (the "Remaining Housing Bond Proceeds"). Pursuant to Health and Safety Code Section 34176, the Housing Successor may designate the use of the remaining Housing Bond Proceeds, provided that such use is consistent with bond covenants. A designation by the Housing Successor must be listed on a Recognizable Obligation Payment Schedule ("ROPS") of the Successor Agency of the Temecula Redevelopment Agency. Under current law, the Successor Agency prepares a ROPS once a year. Each ROPS must be submitted to the Oversight Board and the DOF for approval. The Housing Successor has not yet entered into any specific contract committing to the use of the Housing Bond Proceeds on a project. The Housing Successor may choose to make designations to the Successor Agency regarding the use of the Housing Bond Proceeds after specific contracts have been identified, and based on the expenditures for each relevant six- month ROPS Period. However, in order for the Housing Successor to effectively and efficiently negotiate for and implement viable projects, it may be preferable for all of the Housing Bond Proceeds to be transferred to the Housing Successor at once. After such single transfer, the Housing Successor would be able to utilize the Housing Bond Proceeds without further timing restrictions and risks (of the Oversight Board's and the DOF's disapproval) imposed by the ROPS process. The one-time transfer of the Housing Bond Proceeds by the Successor Agency to the Housing Successor can be accomplished through a Housing Bond Proceeds Funding Agreement (the "Agreement"), between the Successor Agency and the City, as the Housing Successor, coupled with a listing of such transfer on the next ROPS. Under the Agreement, the Successor Agency will agree to transfer the remaining Housing Bond Proceeds to the Housing Successor at the beginning of the upcoming ROPS Period (which starts on July 1, 2018), and the Housing Successor will agree to use the Housing Bond Proceeds in a manner consistent with the bond covenants. Both of the Agreement and the ROPS will be subject to the review and approval by the Oversight Board and the DOF. At its meeting September 5, 2107, the Successor Agency approved Resolution No. SARDA 17- 03, approving the execution of the Housing Bond Proceeds Funding Agreement. FISCAL IMPACT: Assuming the Oversight Board's and the DOF's approval of the Housing Bond Proceeds Funding Agreement and the relevant item on the ROPS, the Successor Agency will transfer the remaining Housing Bond Proceeds to the Housing Successor at the commencement of the upcoming ROPS Period (which begins July 1, 2018). Thereafter, such money will be available for the Housing Successor to use for low and moderate income housing projects pursuant to the Housing Bond Proceeds Funding Agreement and applicable law. ATTACHMENTS: 1) Resolution No. OB SARDA 17-_ including Attachment A - Housing Bond Proceeds Funding Agreement 2) Resolution No. SARDA 17-03 (Certified Copy) RESOLUTION NO. OB SARDA 17- A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A HOUSING BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The Oversight Board (this "Oversight Board") of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") hereby finds, determines and declares that: (a) The former Redevelopment Agency of the City of Temecula (the "Former Agency") issued multiple series of bonds, including the following: (i) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A (Tax Exempt) (the "2010A Bonds"), (ii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) (the "2010B Bonds"), and (iii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011A Bonds," and collectively with the 2010A Bonds and the 2010B Bonds, the "Housing Bonds"). (b) The 2010A Bonds and the 2010B Bonds were issued pursuant to an Indenture of Trust, dated as of March 1, 2010 (the "2010 Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee. (c) The 2011A Bonds were issued pursuant to (the "Trustee"), the 2010 Indenture of Trust, as supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011, by and between the Former Agency and the Trustee (the 2010 Indenture as so supplemented, the "Indenture"). (d) The Housing Bonds were issued to finance projects in furtherance of the Former Agency's low and moderate income housing program. (e) Pursuant to AB X1 26 (enacted in June 2011) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted, and this Oversight Board was established. (f) Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties and contracts of the Former Agency, including the unspent proceeds of the Housing Bonds transferred to the control of the Successor Agency by operation of law. 11086-0194\2106360v1. doc (g) Within the accounts of the Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2010A Bonds (the "Remaining 2010A Bond Proceeds") and unspent proceeds of the 2010B Bonds (the "Remaining 2010B Bond Proceeds"). (h) Within the 2011 Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2011A Bonds (collectively with the Remaining 2010A Bond Proceeds and the Remaining 2010B Bond Proceeds, the "Remaining Housing Bond Proceeds"). (i) Pursuant to HSC Section 34176(a), the City Council of the City of Temecula (the "City") adopted Resolution No. 12-11 on January 24, 2012, electing for the City to retain the housing assets and housing functions previously performed by the Former Agency, as allowed by law, and thereby becoming the "Housing Successor." (j) HSC Section 34176(g) provides that the Housing Successor may designate the use of, and commit, the Remaining Housing Bond Proceeds; provided that such use or commitment of Remaining Housing Bond Proceeds is consistent with the relevant bond covenants. (k) HSC Section 34176(g) further provides that a designation of the use (or commitment) of the Remaining Housing Bond Proceeds must be listed on a Recognized Obligation Payment Schedule ("ROPS") and that the Housing Successor must provide notice to the Successor Agency regarding a designation of the use (or commitment) of the Remaining Housing Bond Proceeds before submitting the ROPS to the Oversight Board. (I) The Successor Agency received a copy of a resolution adopted by the City Council of the City, acting in its capacity as the Housing Successor, which provides for the Housing Successor's designation of the use of Remaining Housing Bond Proceeds for projects to be engaged by the Housing Successor for the purpose of increasing, preserving and improving housing for low and moderate income persons (the "Housing Successor Projects"). (m) HSC Section 34176(g) provides that the review by the Successor Agency, the Oversight Board and the State Department of Finance of the Housing Successor's designations and commitments of the Remaining Housing Bond Proceeds shall be limited to a determination that the designations and commitments are consistent with relevant bond covenants and that there are sufficient funds available therefor. (n) The Housing Successor and the Successor Agency desire to enter into a Housing Bond Proceeds Funding Agreement (the "Proceeds Funding Agreement") in connection with the use of the Remaining Housing Bond Proceeds for the Housing Successor Projects. (o) The Proceeds Funding Agreement is in furtherance of the winding down of the affairs of the Former Agency, with respect to the expenditure of the Remaining Housing Bond Proceeds as permitted under HSC Section 34176(g). -2- 11086-0194\2106360v1. doc Section 2. Determinations. The Oversight Board hereby determines that the designations and commitments of the Remaining Housing Bond Proceeds as contemplated by the Proceeds Funding Agreement is consistent with the applicable covenants in the Indenture, and there are sufficient funds therefor. Section 3. Approval of Successor Agency Agreement. This Oversight Board hereby approves the Successor Agency's execution and delivery of the Proceeds Funding Agreement. Section 4. Other Acts. The members of the Oversight Board and officers and staff of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable to effectuate this Resolution and to implement the Proceeds Funding Agreement. Section 5. Certification. The Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED AND ADOPTED, by the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency at a meeting held on the 13th day of September, 2017. ATTEST: Randi Johl, City Clerk/Board Secretary -3- 11086-0194\2106360v1. doc John Kelliher, Chairperson STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, City Clerk/Board Secretary of the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency, HEREBY DO CERTIFY that the foregoing Resolution No. OB SARDA 17- was duly and regularly adopted by the Oversight Board of the Successor Agency to the Temecula Redevelopment Agency at a meeting held on the 13th day of September, 2017, by the following vote: AYES: BOARD MEMBERS: NOES: BOARD MEMBERS: ABSENT: BOARD MEMBERS: Randi Johl City Clerk/Board Secretary 11086-0194\2106360v1. doc ATTACHMENT A Housing Bond Proceeds Funding Agreement (substantial final form) (see attached) 11086-0194\2106360v1. doc HOUSING BOND PROCEEDS FUNDING AGREEMENT This HOUSING BOND PROCEEDS FUNDING AGREEMENT (this "Agreement"), dated as of , 2017, is entered into by and between the City of Temecula, in its capacity as the successor to the housing assets and functions of the former Redevelopment Agency of the City of Temecula (the "Housing Successor"), and the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency," and together with the Housing Successor, the "Parties"). RECITALS: A. The former Redevelopment Agency of the City of Temecula (the "Former Agency") issued multiple series of bonds, including the following: (i) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A (Tax Exempt) (the "2010A Bonds"), (ii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) (the "2010B Bonds"), and (iii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011A Bonds," and collectively with the 2010A Bonds and the 2010B Bonds, the "Housing Bonds"). B. The 2010A Bonds and the 2010B Bonds were issued pursuant to an Indenture of Trust, dated as of March 1, 2010 (the "2010 Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Trustee"). C. The 2011A Bonds were issued pursuant to the 2010 Indenture, as supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011, by and between the Former Agency and the Trustee (as so supplemented, the "Indenture"). D. The Housing Bonds were issued to finance projects in furtherance of the Former Agency's low and moderate income housing program. E. Pursuant to AB X1 26 (enacted in June 2011) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted, and an oversight board of the Successor Agency (the "Oversight Board") was established. F. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties and contracts of the Former Agency, including the unspent proceeds of the Housing Bonds transferred to the control of the Successor Agency by operation of law. G. Within the accounts of the Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2010A Bonds (the "Remaining 2010A Bond Proceeds") and unspent proceeds of the 2010B Bonds (the "Remaining 2010B Bond Proceeds"). H. Within the 2011 Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2011A Bonds (the "Remaining 2011A Bond Proceeds" and 11086-0194\2092928v3.doc collectively with the Remaining 2010A Bond Proceeds and the Remaining 2010B Bond Proceeds, the "Remaining Housing Bond Proceeds"). L Pursuant to HSC Section 34176(a), the City Council of the City of Temecula (the "City") adopted Resolution No. 12-11 on January 24, 2012, electing for the City to retain the housing assets and housing functions previously performed by the Former Agency, as allowed by law, and thereby becoming the Housing Successor. J. HSC Section 34176(g) provides that the Housing Successor may designate the use of, and commit, the Remaining Housing Bond Proceeds; provided that such use or commitment of Remaining Housing Bond Proceeds is consistent with the bond covenants. K. HSC Section 34176(g) further provides that a designation of the use (or commitment) of the Remaining Housing Bond Proceeds must be listed on a Recognized Obligation Payment Schedule ("ROPS") and that the Housing Successor must provide notice to the Successor Agency regarding a designation of the use (or commitment) of the Remaining Housing Bond Proceeds before submitting the ROPS to the Oversight Board. L. HSC Section 34176(g) provides that the review by the Successor Agency, the Oversight Board and the State Department of Finance (the "DOF") of the Housing Successor' s designations and commitments of the Remaining Housing Bond Proceeds shall be limited to a determination that the designations and commitments are consistent with bond covenants and that there are sufficient funds available therefor. M. The Successor Agency received a copy of Resolution No. , adopted on , 2017, by the City Council of the City, acting in its capacity as the Housing Successor, which provides for the Housing Successor' s designation of the use of the Remaining Housing Bond Proceeds for projects to be engaged by the Housing Successor for the purpose of increasing, preserving and improving housing for low and moderate income persons (the "Housing Successor Projects"). N. The use of the Remaining Housing Bond Proceeds for the Housing Successor Projects shall be consistent with the covenants relating to the Housing Bonds. O. The Housing Successor and the Successor Agency desire to enter into this Agreement in connection with the use of the Remaining Housing Bond Proceeds for the Housing Successor Projects. P. This Agreement is in furtherance of the winding down of the affairs of the Former Agency, with respect to the expenditure of the Remaining Housing Bond Proceeds as permitted under HSC Section 34176(g). Q. Resolution No. adopted by the Oversight Board on 2017, approving the Successor Agency's execution and delivery of this Agreement was [approved] [deemed approved] by the DOF pursuant to HSC Section 34179(h) on , 2017. NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Section 1. (a) For the ROPS ("ROPS 18-19") covering the period from July 1, 2018 through June 30, 2019 ("ROPS 18-19 Period"), the Successor Agency shall list the transfer of all of the Remaining Housing Bond Proceeds (including estimated interest earnings to the date of transfer under Section 1(b)) to the Housing Successor to be used for the costs of the Housing Successor Projects. (b) As soon as practicable after the commencement of the ROPS 18-19 Period, the Successor Agency shall transfer the Remaining Housing Bond Proceeds to the Housing Successor. Section 2. Upon receipt, the Housing Successor shall deposit the Remaining Housing Bond Proceeds into the Low and Moderate Income Housing Asset Fund, which fund has been established and is maintained by the Housing Successor pursuant to HSC Sections 34176 and 34176.1. Section 3. The Housing Successor shall use the Remaining Housing Bond Proceeds in a manner consistent with all applicable bond covenants and all applicable law. Section 4. Each Party shall maintain books and records regarding its duties pursuant to this Agreement. Such books and records shall be available for inspection by the officers and agents of the other Party at all reasonable times. Section 5. The Parties agree to take all appropriate steps and execute any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. Section 6. This Agreement may be amended from time to time by written instrument executed by both Parties. Section 7. No official, agent, or employee of the Successor Agency or the City (whether or not acting in its capacity as the Housing Successor), or members of the City Council, or members of the Successor Agency Board of Directors or Oversight Board shall be individually or personally liable for any payment hereunder in the event of any default hereunder or breach hereof by the Successor Agency or the Housing Successor, or for any amount which may otherwise become due to the Housing Successor or Successor Agency, or successor thereto, or on any obligations under the terms or in furtherance of this Agreement. Section 8. This Agreement is made in the State of California under the Constitution and laws of the State of California, and is to be so construed. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers. SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By Executive Director ATTEST: Board Secretary CITY OF TEMECULA, as Housing Successor By Mayor ATTEST: City Clerk RESOLUTION NO. SARDA 17-03 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY'S EXECUTION OF A HOUSING BOND PROCEEDS FUNDING AGREEMENT AND THE TAKING OF RELATED ACTIONS THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Recitals. The Board of Directors (this "Board") of the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency") hereby finds, determines and declares that: (a) The former Redevelopment Agency of the City of Temecula (the "Former Agency") issued multiple series of bonds, including the following: (i) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A (Tax Exempt) (the "2010A Bonds"), (ii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) (the "2010B Bonds"), and (iii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011A Bonds," and collectively with the 2010A Bonds and the 2010B Bonds, the "Housing Bonds"). (b) The 2010A Bonds and the 2010B Bonds were issued pursuant to an Indenture of Trust, dated as of March 1, 2010 (the "2010 Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Trustee"). (c) The 2011A Bonds were issued pursuant to the 2010 Indenture, as supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011, by and between the Former Agency and the Trustee (as so supplemented, the "Indenture"). (d) The Housing Bonds were issued to finance projects in furtherance of the Former Agency's low and moderate income housing program. (e) Pursuant to AB X1 26 (enacted in June 2011) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et aL, 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted, and an oversight board of the Successor Agency (the "Oversight Board") was established. (f) Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties and contracts of the Former Agency, including the unspent proceeds of the Housing Bonds transferred to the control of the Successor Agency by operation of law. SARDA Resos 17-03 1 1 hereby certify, under the penalty of per(ury, khat the above and foregoing Is a true and correct copy of an original on deposithwithin tho reco ds of the City of m Teecula, this Th day of 5 r 20j2. RAND' Jf HL-0L$ON, JO, Hlhf , CITY CLERK By: (g) Within the accounts of the Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2010A Bonds (the "Remaining 2010A Bond Proceeds") and unspent proceeds of the 2010B Bonds (the "Remaining 2010B Bond Proceeds"). (h) Within the 2011 Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2011A Bonds (collectively with the Remaining 2010A Bond Proceeds and the Remaining 2010B Bond Proceeds, the "Remaining Housing Bond Proceeds"). (1) Pursuant to HSC Section 34176(a), the City Council of the City of Temecula (the "City") adopted Resolution No. 12-11 on January 24, 2012, electing for the City to retain the housing assets and housing functions previously performed by the Former Agency, as allowed by law, and thereby becoming the "Housing Successor." (j) HSC Section 34176(g) provides that the Housing Successor may designate the use of, and commit, the Remaining Housing Bond Proceeds; provided that such use or commitment of Remaining Housing Bond Proceeds is consistent with the bond covenants. (k) HSC Section 34176(g) further provides that a designation of the use (or commitment) of the Remaining Housing Bond Proceeds must be listed on a Recognized Obligation Payment Schedule ("ROPS") and that the Housing Successor must provide notice to the Successor Agency regarding a designation of the use (or commitment) of the Remaining Housing Bond Proceeds before submitting the ROPS to the Oversight Board. (I) The Successor Agency received a copy of a resolution adopted by the City Council of the City, acting in its capacity as the Housing Successor, which provides for the Housing Successor's designation of the use of the Remaining Housing Bond Proceeds for projects to be engaged by the Housing Successor for the purpose of increasing, preserving and improving housing for low and moderate income persons (the "Housing Successor Projects"). (m) HSC Section 34176(g) provides that the review by the Successor Agency, the Oversight Board and the State Department of Finance of the Housing Successor's designations and commitments of the Remaining Housing Bond Proceeds shall be limited to a determination that the designations and commitments are consistent with bond covenants and that there are sufficient funds available therefor. (n) The Housing Successor and the Successor Agency desire to enter into a Housing Bond Proceeds Funding Agreement (the "Proceeds Funding Agreement") in connection with the use of the Remaining Housing Bond Proceeds for the Housing Successor Projects. (o) The Proceeds Funding Agreement is in furtherance of the winding down of the affairs of the Former Agency, with respect to the expenditure of the Remaining Housing Bond Proceeds as permitted under HSC Section 34176(g). I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an SARDA Resos 17-03 2 original on demos t within the ecords o the Cf of Temecula, this /1-s' clay of i- t, r 20 . RAND HL-oLSON, JP, MM CITY CLERK By:, Section 2. Approval of Agreement. The Proceeds Funding Agreement, in the form attached hereto as Attachment A, is hereby approved. Each of the Chair of this Board (or in the Chair's absence, the Vice Chair) and the Executive Director of the Successor Agency (each, an "Authorized Officer"), acting individually, is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Proceeds Funding Agreement, in substantially such form, with changes therein as the Authorized Officer executing the same may approve (such approval to be conclusively evidenced by the execution and delivery thereof); provided that such execution and delivery shall occur after the effectiveness (pursuant to Health and Safety Code Section 34179(h)) of the Oversight Board's resolution approving the execution and delivery of the Funding Agreement. Section 3. Request to Oversight Board for Approval. This Board hereby requests the Oversight Board to approve the execution and delivery of the Proceeds Funding Agreement. The Successor Agency Board Secretary is hereby directed to transmit this Resolution to the Oversight Board for consideration at the earliest possible date. Section 4. Other Acts. The Chair, the Vice Chair, the Executive Director and all other officers of the Successor Agency are hereby authorized, jointly and severally, to do all things, including the execution and delivery of documents and instruments, which they may deem necessary or proper to effectuate the purposes of this Resolution and the Proceeds Funding Agreement, and the implementation of the Proceeds Funding Agreement. The Successor Agency Board Secretary is authorized to attest to the Successor Agency officers' signatures to any such document or instrument. Section 5. Certification. The Board Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency this 5th day of September, 2017. ATTES Randi o , Secretary [SEAL] SARDA Resos 17-03 3 Maryann Edwards, Chair I hereby certify, under the penalty of perjury, that the above and foregoing Is a true and correct copy of an original on deposit within the records o[ the City of Temecula, this, 7+4` day of airy - o RANDI JOHL.OLSON, JD, MMC, CITY CLERK B STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl, Secretary of the Successor Agency to the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. SARDA 17-03 was duly and regularly adopted by the Board of Directors of the Successor Agency to the Temecula Redevelopment Agency at a meeting thereof held on the 5th day of September, 2017, by the following vote: AYES: 5 BOARD MEMBERS: Comerchero, Naggar, Rahn, Stewart, Edwards NOES: 0 BOARD MEMBERS: ABSTAIN: 0 BOARD MEMBERS: ABSENT: 0 BOARD MEMBERS: SARDA Resos 17-03 4 None None None Randi Johl, Secretary 1 hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an original on deposit within the re rds f the City of Temecula, this 7't'P` day of S e v 24�, RANDI JO�i1, ❑LSON, JO, MM , CITY CLERK By: ATTACHMENT A Housing Bond Proceeds Funding Agreement (substantial final form) (see attached) I hereby certify, under the penalty of perjury, that the above and foregoing Is a true and correct copy 0f an original on deposit,within the rds o the City of Temecula, this7 day or r P r,24j. RANDI�JQHL.OLSON, JC, MMC, CITY CLERK HOUSING BOND PROCEEDS FUNDING AGREEMENT This HOUSING BOND PROCEEDS FUNDING AGREEMENT (this "Agreement"), dated as of _ , 2017, is entered into by and between the City of Temecula, in its capacity as the successor to the housing assets and functions of the former Redevelopment Agency of the City of Temecula (the "Housing Successor"), and the Successor Agency to the Temecula Redevelopment Agency (the "Successor Agency," and together with the Housing Successor, the "Parties"). RECITALS: A. The former Redevelopment Agency of the City of Temecula (the "Former Agency") issued multiple series of bonds, including the following: (i) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series A (Tax Exempt) (the "2010A Bonds"), (ii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2010 Series B (Taxable Build America Bonds) (the "2010B Bonds"), and (iii) its Temecula Redevelopment Project No. 1 Tax Allocation Housing Bonds, 2011 Series A (the "2011A Bonds," and collectively with the 2010A Bonds and the 2010B Bonds, the "Housing Bonds"). B. The 2010A Bonds and the 2010B Bonds were issued pursuant to an Indenture of Trust, dated as of March 1, 2010 (the "2010 Indenture"), by and between the Former Agency and U.S. Bank National Association, as trustee (the "Trustee"). C. The 2011A Bonds were issued pursuant to the 2010 Indenture, as supplemented by a First Supplemental Indenture of Trust, dated as of March 1, 2011, by and between the Former Agency and the Trustee (as so supplemented, the "Indenture"). D. The Housing Bonds were issued to finance projects in furtherance of the Former Agency's low and moderate income housing program. E. Pursuant to AB X1 26 (enacted in June 2011) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted, and an oversight board of the Successor Agency (the "Oversight Board") was established. F. Pursuant to Section 34175(b) of the California Health and Safety Code ("HSC"), all assets, properties and contracts of the Former Agency, including the unspent proceeds of the Housing Bonds transferred to the control of the Successor Agency by operation of law. G. Within the accounts of the Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2010A Bonds (the "Remaining 2010A Bond Proceeds") and unspent proceeds of the 2010B Bonds (the "Remaining 2010B Bond Proceeds"). H. Within the 2011 Housing Projects Fund (as defined in the Indenture), there remain certain unspent proceeds of the 2011A Bonds (the "Remaining 2011A Bond Proceeds" and I hereby certify, under the penalty of perjury, that the above and foregoing Is a true and correct copy of an original on depo it within the reco ds ot the City of _ Temecula, this 14h day of • 4 e 2ff RAND! JOHL-OLSON, JD, MM CJTY CLERK By. collectively with the Remaining 2010A Bond Proceeds and the Remaining 2010B Bond Proceeds, the "Remaining Housing Bond Proceeds"). I. Pursuant to HSC Section 34176(a), the City Council of the City of Temecula (the "City") adopted Resolution No. 12-11 on January 24, 2012, electing for the City to retain the housing assets and housing functions previously performed by the Former Agency, as allowed by law, and thereby becoming the Housing Successor. J. HSC Section 34176(g) provides that the Housing Successor may designate the use of, and commit, the Remaining Housing Bond Proceeds; provided that such use or commitment of Remaining Housing Bond Proceeds is consistent with the bond covenants. K. HSC Section 34176(g) further provides that a designation of the use (or commitment) of the Remaining Housing Bond Proceeds must be listed on a Recognized Obligation Payment Schedule ("ROPS") and that the Housing Successor must provide notice to the Successor Agency regarding a designation of the use (or commitment) of the Remaining Housing Bond Proceeds before submitting the ROPS to the Oversight Board. L. HSC Section 34176(g) provides that the review by the Successor Agency, the Oversight Board and the State Department of Finance (the "DOF") of the Housing Successor's designations and commitments of the Remaining Housing Bond Proceeds shall be limited to a determination that the designations and commitments are consistent with bond covenants and that there are sufficient funds available therefor. M. The Successor Agency received a copy of Resolution No. , adopted on 2017, by the City Council of the City, acting in its capacity as the Housing Successor, which provides for the Housing Successor's designation of the use of the Remaining Housing Bond Proceeds for projects to be engaged by the Housing Successor for the purpose of increasing, preserving and improving housing for low and moderate income persons (the "Housing Successor Projects"). N. The use of the Remaining Housing Bond Proceeds for the Housing Successor Projects shall be consistent with the covenants relating to the Housing Bonds. O. The Housing Successor and the Successor Agency desire to enter into this Agreement in connection with the use of the Remaining Housing Bond Proceeds for the Housing Successor Projects. P. This Agreement is in furtherance of the winding down of the affairs of the Former Agency, with respect to the expenditure of the Remaining Housing Bond Proceeds as permitted under HSC Section 34176(g). Q. Resolution No. adopted by the Oversight Board on _. 2017, approving the Successor Agency's execution and delivery of this Agreement was [approved] [deemed approved] by the DOF pursuant to HSC Section 34179(h) on _ . 2017. I hereby certify, under the penalty of perjury, that the above and foregoing is a true and correct copy of an original on depgsit within the records the City r Temecula, this 1 day of �7 e 7Q RANDI Js iLAL$QN, JD, MM CITY CLERK By: NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS: Section 1. (a) For the ROPS ("ROPS 18-19") covering the period from July 1, 2018 through June 30, 2019 ("ROPS 18-19 Period"), the Successor Agency shall list the transfer of all of the Remaining Housing Bond Proceeds (including estimated interest earnings to the date of transfer under Section 1(b)) to the Housing Successor to be used for the costs of the Housing Successor Projects. (b) As soon as practicable after the commencement of the ROPS 18-19 Period, the Successor Agency shall transfer the Remaining Housing Bond Proceeds to the Housing Successor. Section 2. Upon receipt, the Housing Successor shall deposit the Remaining Housing Bond Proceeds into the Low and Moderate Income Housing Asset Fund, which fund has been established and is maintained by the Housing Successor pursuant to HSC Sections 34176 and 34176.1. Section 3. The Housing Successor shall use the Remaining Housing Bond Proceeds in a manner consistent with all applicable bond covenants and all applicable law. Section 4. Each Party shall maintain books and records regarding its duties pursuant to this Agreement. Such books and records shall be available for inspection by the officers and agents of the other Party at all reasonable times. Section 5. The Parties agree to take all appropriate steps and execute any documents which may reasonably be necessary or convenient to implement the intent of this Agreement. Section 6. This Agreement may be amended from time to time by written instrument executed by both Parties. Section 7. No official, agent, or employee of the Successor Agency or the City (whether or not acting in its capacity as the Housing Successor), or members of the City Council, or members of the Successor Agency Board of Directors or Oversight Board shall be individually or personally liable for any payment hereunder in the event of any default hereunder or breach hereof by the Successor Agency or the Housing Successor, or for any amount which may otherwise become due to the Housing Successor or Successor Agency, or successor thereto, or on any obligations under the terms or in furtherance of this Agreement. Section 8. This Agreement is made in the State of California under the Constitution and laws of the State of California, and is to be so construed. I hereby certify, under the penalty of perjury, That the above and foregoing Is a true and correct copy of an original on dep-osiA within the ,reco ds the Cityf Temecula, this 7-"N day of e3s- 2{} RANDI JOHL•OLSON. ii}, MM CITY CLERK 8. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers. ATTEST: Board Secretary ATTEST: City Clerk SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY By Executive Director CITY OF TEMECULA, as Housing Successor By Mayor 1 1 erel+y certify. under the penalty of perjury, that the above and foregoing is a true and correcl copy °ran original on deposit within the sec rds ° the City of Temecula, this—M\ day of r ' RAND! JOHL-OLSON, JD. MMMM�CITY CLERK By: