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2013 10 02 OBc7F 5 D W OF'R�'O OVERSIGHT BOARD OF SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY AGENDA La Quinta City Council Chambers 78-495 Calle Tampico, La Quinta, California Regular Meeting on Wednesday, October 2, 2013 at 2:00 p.m. CALL TO ORDER Roll Call: Board Members: Marshall, Maysels, McDaniel, Nelson, Osborne, Chairperson Pena PLEDGE OF ALLEGIANCE PUBLIC COMMENT This is the time set aside for public comment on any matter not listed on the agenda. Please complete a "Request to Speak" form and limit your comments to three minutes. When addressing the Oversight Board, please state your name and address. CONFIRMATION OF AGENDA PRESENTATIONS - NONE APPROVAL OF MINUTES 1. MINUTES OF SEPTEMBER 25, 2013 WRITTEN COMMUNICATIONS - NONE -NONE BUSINESS ITEMS 1. RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY APPROVING THE ISSUANCE AND SALE OF SUBORDINATE TAX ALLOCATION REFUNDING BONDS BY THE SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH STUDY SESSION - NONE REPORTS AND INFORMATIONAL ITEMS - NONE CHAIR AND BOARD MEMBERS' EXECUTIVE DIRECTOR ITEMS VERBAL UPDATE ON SUCCESSOR AGENCY MATTERS ADJOURNMENT The next regular meeting of the Oversight Board will be held on October 16, 2013, commencing at 2:00 p.m. at the La Quinta City Hall Council Chambers, 78-495 Calle Tampico, La Quinta, CA 92253. DECLARATION OF POSTING I, Pam Nieto, Oversight Board Secretary, of the City of La Quinta, do hereby declare that the foregoing Agenda for the Oversight Board for Successor Agency to La Quinta Redevelopment Agency meeting of October 2, 2013, was posted on the outside entry to the Council Chamber at 78-495 Calle Tampico, and the bulletin boards at the Stater Brothers Supermarket at 78-630 Highway 111, and the La Quinta Cove Post Office at 51-321 Avenida Bermudas, on September 26, 2013. Dated: September 26, 2013 PAM NIETO Oversight Board Secretary Public Notices The La Quinta City Hall Council Chambers is handicapped accessible. If special equipment is needed for the hearing impaired, please call the City Clerk's office at (760)777-7103, twenty- four (24) hours in advance of the meeting and accommodations will be made. If special electronic equipment is needed to make presentations to the Oversight Board, arrangements should be made in advance by contacting the City Clerk's office at (760) 777- 7103. A one (1) week notice is required. If background material is to be presented to the Oversight Board during a meeting, please be advised the ten (10) copies of all documents, exhibits, etc., must be supplied to the Oversight Board Secretary for distribution. It isrequested that this take place prior to the beginning of the meeting. Any writings or documents provided to a majority of the Oversight Board regarding any item on this agenda will be made available for public inspection at the City Clerk's counter at City Hall located at 78-495 Calle Tampico, La Quinta, CA 92253, during normal business hours. OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY MINUTES WEDNESDAY, SEPTEMBER 25, 2013 A special meeting of the Oversight Board of the Successor Agency to La Quinta Redevelopment Agency was called to order at 3:32 p.m. by Chairperson Pena. PRESENT: Board Members Marshall, Maysels, Nelson, Osborne, Chair Pena ABSENT: Board Member McDaniel STAFF PRESENT: Frank J. Spevacek, Executive Director of the Successor Agency, Robbeyn Bird, Finance Director of the Successor Agency PUBLIC COMMENT - None CONFIRMATION OF AGENDA — Confirmed APPROVAL OF MINUTES Motion — A motion was made by Board Members Maysels/Nelson to approve the Oversight Board Minutes of June 5, 2013 as submitted. Motion passed. BUSINESS SESSION 1. Adopt a resolution approving the Successor Agency Administrative Budget for the period of January 2014 through June 2014. RESOLUTION NO. OB 2013 - 007 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY APPROVING THE SUCCESSOR AGENCY ADMINISTRATIVE BUDGET FOR THE PERIOD OF JANUARY 2014 THROUGH JUNE 2014 MOTION - A motion was made by Board Members Nelson/Marshall to adopt Resolution No. OB 2013-007. Motion passed 5 ayes, 0 noes, 1 absent. 2. Adopt a Resolution approving a Recognized Obligation Payment Schedule for the period of January 2014 through June 2014. RESOLUTION NO. OB 2013 - 008 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY ADOPTING RECOGNIZED OBLIGATION PAYMENT SCHEDULE 13-14B FOR THE PERIOD OF JANUARY 2014 THROUGH JUNE 2014 MOTION — A motion was made by Board Members MarshalUMaysels to adopt Resolution No. OB 2013-008. Motion passed 5 ayes, 0 noes, 1 absent. REPORTS AND INFORMATION ITEMS Executive Director of the Successor Agency, Frank Spevacek gave a verbal update on Successor Agency activities since the last Oversight Board meeting of June 5, 2013. ADJOURNMENT There being no further business, it was moved by Board Members Nelson/Maysels to adjourn this meeting at 3:57 p.m. Motion passed unanimously. espectful lyi(submitted, Pam Nieto Oversight Board Secretary OVERSIGHT BOARD SPECIAL MEETING 2 September 25, 2013 OVERSIGHT BOARD MEETING DATE: October 2, 2013 AGENDA CATEGORY: ITEM TITLE: RESOLUTION APPROVING THE BUSINESS SESSION: 1 ISSUANCE AND SALE OF SUBORDINATE TAX ALLOCATION REFUNDING BONDS CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: RECOMMENDED ACTION: Adopt a Resolution authorizing the issuance of Subordinate Tax Allocation Refunding Bonds by the Successor Agency to the La Quinta Redevelopment Agency in the approximate amount of $125,000,000 to be issued as 2013 Series A Bonds and 2013 Taxable Series B Bonds and authorizing certain actions in connection therewith. EXECUTIVE SUMMARY: • On June 4, 2013 and June 5, 2013, the Successor Agency and Oversight Board both approved issuance of $197,575,000 of tax allocation bonds to refinance the former Redevelopment Agency's (RDA's) bonds from 1998, 2001, 2002, 2003 and 2004 in order to generate an anticipated annual debt service savings estimated at $1,200,000. • Since this action, the municipal market has experienced increased interest rates and yields necessitating the restructuring of the proposed financing. • The 2004 bonds, which constituted approximately $78,000,000 of the prior proposed refinancing, are no longer economically viable to refund. Should these bonds become refundable in the future for additional savings, staff will then present refinancing options to the Successor Agency and Oversight Board. • The remaining financings are expected to generate savings of $435,000 annually or $8.1 million over twenty years. (See Attachment 1.) • Due to the exclusion of the 2004 bonds, the Successor Agency must obtain Department of Finance approval (DOF) to refund the bonds. Based on conversations with DOF staff, they are aware of the restructure and will not require the full 60-day review period for approval. FISCAL IMPACT: The overall estimated debt service savings of approximately $435,000 annually or $8.1 million over twenty years is calculated after all costs associated with the issuance of the refunding bonds have been paid. These costs have been conservatively estimated at $2.6 million, which includes underwriter's discount, bond insurance, surety bond fee, and legal and consultant costs. BACKGROUND/ANALYSIS: Starting in 1985, the former RDA issued tax allocation bonds to raise capital to invest in infrastructure, public facility, economic development and affordable housing initiatives. Bond debt service payments are funded by property tax revenue. When the former RDA was eliminated in February 2012, the Successor Agency to the RDA assumed responsibility to ensure these debt service payments are made. These payments are classified as enforceable obligations and are tracked on the Recognized Obligation Payment Schedule (BOPS), with payments authorized twice annually. The California Health and Safety Code authorizes the Successor Agency to refinance outstanding bonds and other obligations of the RDA. Additionally, the costs related to refunding proceedings can be recovered. Upon review, it has been determined that refinancing is in the best interest of the Successor Agency and that the statutory prerequisites can be met if the refinancing is approved. Final approval authority resides with the Oversight Board and the DOF. The current economic environment provides the Successor Agency with an opportunity to lower the costs of annual debt service, which would result in an increase in property tax revenue allocations to all taxing agencies. The refinancing would be split into two series of bonds. The 2013 Series A Bonds will be issued as Federally tax-exempt debt and the 2013 Series B Bonds will be issued as Federally taxable debt. The tax status on the bonds is determined by how the proceeds of the previous bonds were spent, Federal Tax law, and the number of prior refinancings. (See combined bond documents on Attachment 2.) Interest rates on the tax-exempt bonds are estimated to range from 3% to 5% with resulting yields ranging from 0.58% to 5.12%. Interest rates on the taxable bonds are estimated to range from 1.03% to 5.88% with yields the same. Current interest rates on the bonds being refunded range from 4.5% - 6.44%. As an added benefit, the consolidation of these bonds will result in two financings being issued to replace five that are currently outstanding, which will simplify the BOPS. The 2004 bonds and both 2011 financings would not be refinanced. The reason the 2004 bonds would not be refinanced is that there would not be sufficient cost savings to justify the cost to refinance these bonds; the 2011 bonds cannot be refinanced or defeased until 2020. . In summary, refinancing these bonds will create a surplus that would bring the City some relief in repayment of recognized obligations, if needed. The $8.1 million projected savings over 20 years, if unencumbered by recognized obligations, will benefit the taxing agencies with approximately $5.05 million going to schools, $1.8 million to Riverside County, $580,000 to the Coachella Valley Water District, $425,000 to the City, and $225,000 to recreation and parks. ALTERNATIVES: The alternative to refinancing would be to not refinance these bonds. Annual debt service costs would not be reduced. Report prepared by: Amy McCormick, Business Analyst Report approved for submission by: Frank J. Spevacek, Executive Director Attachments: 1 . Refinancing Report 2. Combined Bond Documents RESOLUTION NO. OB 2013 - 00 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY APPROVING THE ISSUANCE AND SALE OF SUBORDINATE TAX ALLOCATION REFUNDING BONDS BY THE SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the La Quinta Redevelopment Agency (the "Prior Agency") was a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers under and pursuant to the provisions of the Community Redevelopment Law (Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California) (the "Law"), and the powers of the La Quinta Redevelopment Agency included the power to issue Bonds for any of its corporate purposes; and WHEREAS, a Redevelopment Plan for a redevelopment project known and designated as the "La Quinta Redevelopment Project Area No. 1 " has been adopted and approved by Ordinance No. 43 of the City of La Quinta on November 29, 1983, and all requirements of the Law for and precedent to the adoption and approval of the Project Area No. 1 Redevelopment Plan, as amended, have been duly complied with; and WHEREAS, a Redevelopment Plan for a redevelopment project known and designated as the "La Quinta Redevelopment Project Area No. 2" has been adopted and approved by Ordinance No. 139 of the City of La Quinta on May 16, 1989, and all requirements of the Law for and precedent to the adoption and approval of the Project Area No. 2 Redevelopment Plan, as amended, have been duly complied with; and WHEREAS, the Prior Agency has previously issued $15,760,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. 1 Bonds"); and WHEREAS, the Prior Agency has previously issued $6,750,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. 2 Bonds"); and Resolution No. OB 2013-00 Approving the Issuance and Sale of Subordinate Tax Allocation Refunding Bonds Adopted: October—, 2013 Page 2 of 5 WHEREAS, the Prior Agency has previously issued $48,000,000 aggregate principal amount of La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2001 (the "2001 Project Area No. 1 Bonds"); and WHEREAS, the Prior Agency has previously issued $40,000,000 aggregate principal amount of La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2002 (the "2002 Project Area No. 1 Bonds"); and WHEREAS, the Prior Agency has previously issued $26,400,000 aggregate principal amount of La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Taxable Series 2003 (the "2003 Project Area No. 1 Taxable Bonds"); and WHEREAS, the La Quinta Financing Authority (the "Authority") on behalf of the Prior Agency has previously issued $90,000,000 La Quinta Financing Authority, Local Agency Revenue Bonds, 2004 Series A (the "2004 Housing Bonds") and loaned the proceeds to the Prior Agency pursuant to the terms of a Loan Agreement dated February 3, 2004, as supplemented by a First Supplemental Loan Agreement, dated as of June 1, 2004 ) (the "2004 Loan Obligation"); and WHEREAS, the Prior Agency has previously issued $6,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Subordinate Taxable Tax Allocation Bonds, Series 2011 (the "2011 Project Area No. 2 Taxable Bonds"); and WHEREAS, the Authority on behalf of the Prior Agency has previously issued $28,850,000 La Quinta Financing Authority, Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A (the "2011 Taxable Housing Bonds") and loaned the proceeds to the Prior Agency pursuant to the terms of a loan agreement dated February 3, 2011 and a Second Supplemental Loan Agreement, dated as of March 1, 2011 (the "2011 Loan Obligation"); and WHEREAS, the Successor Agency has determined that it is cost effective and efficient to refund and defease, in their entirety, the 1998 Project Area No. 1 Bonds, the 1998 Project Area No. 2 Bonds, the 2001 Project Area No. 1 Bonds, the 2002 Project Area No. 1 Bonds, and the 2003 Project Area No. 1 Taxable Bonds, (collectively, the "Refunded Bonds") on a subordinate basis to the 2011 Project Area No. 2 Taxable Bonds, the 2004 Loan Obligation, and the 2011 Loan Obligation (collectively, the 2011 Project Area No. 2 Taxable Bonds, the 2004 Loan Obligation and the 2011 Loan Obligation are referred to herein as the "Senior Bonds"); and Resolution No. OB 2013-00 Approving the Issuance and Sale of Subordinate Tax Allocation Refunding Bonds Adopted: October—, 2013 Page 3 of 5 WHEREAS, the Successor Agency deems it necessary and proper to issue tax exempt tax allocation bonds for the purpose of refunding and defeasing the 1998 Project Area No. 1 Bonds, the 1998 Project Area No. 2 Bonds, the 2001 Project Area No. 1 Bonds, and the 2002 Project Area No. 1 Bonds, (the "Refunded Tax Exempt Bonds") all on a basis subordinate to the Senior Bonds; and WHEREAS, the Successor Agency deems it necessary and proper to also issue taxable tax allocation refunding bonds to refund and defease the 2003 Project Area No. 1 Taxable Bonds (the "Refunded Taxable Bonds") all on a basis subordinate to the Senior Bonds. (The Refunded Tax -Exempt Bonds and the Refunded Bonds are herein referred to as the "Refunded Bonds"); and WHEREAS, for the corporate purposes of the Successor Agency, the Successor Agency deems it necessary to issue tax allocation refunding bonds in one or more series, which may be issued at the same time or from time to time, in a total approximate principal amount of approximately one hundred twenty-five million dollars ($125,000,000) (the "Bonds"), and to irrevocably set aside a portion of the proceeds of such Bonds in a separate segregated trust fund which will be used to refund the outstanding Refunded Bonds of the Prior Agency, to pay costs in connection with the issuance of the Bonds, and to make certain other deposits as required by the Indenture (defined herein); and WHEREAS, the Successor Agency has approved all matters relating to the issuance and sale of the Bonds; and WHEREAS, the Oversight Board desires to approve all matters relating to the issuance and sale of the Bonds as required by Sections 34177.5 (f) and 34180 of the Health and Safety Code of the State of California. NOW THEREFORE, BE IT RESOLVED, by the Oversight Board of the Successor Agency to the La Quinta Redevelopment Agency, as follows: SECTION 1. Each of the foregoing recitals is true and correct. SECTION 2. The issuance by the Successor Agency to the La Quinta Redevelopment Agency of the Bonds in one or more tax exempt series which may be issued at the same time or from time to time, of approximately $100,000,000 ("Tax Exempt Bonds") along with one or more taxable series which may be issued at the same time or from time to time, of approximately $25,000,000 ("Taxable Bonds") but not to exceed a combined aggregate principal amount of Resolution No. OB 2013-00 Approving the Issuance and Sale of Subordinate Tax Allocation Refunding Bonds Adopted: October , 2013 Page 4 of 5 $130,000,000 (collectively, the "Bonds") for the purpose set forth in the recitals hereof is hereby approved. SECTION 3. The issuance of the Bonds is in the best interest of the Successor Agency and the affected taxing agencies. SECTION 4. The Chair of the Oversight Board and the other officers and members of staff having responsibility for the affairs of the Successor Agency to the La Quinta Redevelopment Agency are hereby authorized to execute such agreements, documents, and certificates necessary to assist the Successor Agency in the issuance of the Bonds. SECTION 5. The application of the proceeds of the Bonds by the Successor Agency to the refunding of the Refunded Bonds, as well as the payment by the Successor Agency of the Costs of Issuance of the Bonds, as provided in the Indenture, shall be implemented by the Successor Agency promptly upon delivery of the Bonds, notwithstanding Section 34177.3 of the Law 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. The Bonds may be issued as a single issue or from time to time in separate series as the Successor Agency shall determine. The approval of the issuance of the Bonds by the Successor Agency and the Oversight Board shall constitute the approval of each and every separate series of tax exempt and taxable bonds, without the need for any further approval from the Oversight Board provided, however, the maximum amount of all series of Tax Exempt Bonds and/or Taxable Bonds, as the case may be, shall not exceed the maximum amounts set forth in Paragraph 1 above and each series of bonds shall satisfy the requirements of Health & Safety Code Section 34177.5(a)(1). SECTION 7. The Successor Agency is hereby authorized to recover its Costs of Issuance, as defined in the Indenture of Trust, dated as of October 1, 2013, by and between the Successor Agency and U.S., Bank National Association, including, without limitation, staff time, staff costs and bond insurance premiums. SECTION 8. This Resolution shall take effect immediately upon its adoption. Resolution No. OB 2013-00 Approving the Issuance and Sale of Subordinate Tax Allocation Refunding Bonds Adopted: October—, 2013 Page 5 of 5 PASSED, APPROVED, AND ADOPTED at the meeting of the Oversight Board of the Successor Agency to the La Quinta Redevelopment Agency held this 2nd day of October, 2013, by the following vote: AYES: NOES: ABSENT: ABSTAIN: JOHN PENA, Chairperson Oversight Board of the Successor Agency to the La Quinta Redevelopment Agency ATTEST: Pam Nieto Oversight Board Secretary Summary of Revised Refinancing Plan Successor Agency to the La Quinta Redevelopment Agency/La Quinta Oversight Board Prior to its dissolution, the Former Agency issued the following Bonds: Project Area 1 1998 Bonds $15,760,000.00 $15,105,000.00 2028 5.20% 2001 Bonds $48,000,000.00 $46,435,000.00 2031 5.00% to 5.10% 2002 Bonds $40,000,000.00 $32,940,000.00 2032 5.00%to 5.125% 2003 Bonds (Taxable) $26,400,000.00 $21,625,000.00 2032 6.24%to 6.44% Project Area 2 1998 Bonds $ 6,750,000.00 $ 5,140,000.00 2033 5.125% to 5.25% 2011 Bonds $ 6,000,000.00 $ 5,930,000.00 2039 5.375% to 8.15% Financing Authority (Housing Bonds) 2004 Bonds $90,000,000.00 $75,480,000.00 2034 4.50%to 5.25% 2011 Bonds $28,850,000.00 $28,330,000.00 2036 3.75%to 8.07% HSC §34177.5 authorizes the Successor Agency to undertake proceedings for the refunding of outstanding bonds and other obligations of the Former Agency, subject to the conditions precedent contained in §34177.5. On June 4, 2013 the Agency Board and on June 5, 2013 the Oversight Board both approved the issuance of $197,575,000 of tax allocation bonds to refinance the former RDAs 1998, 2001, 2002, 2003 and 2004 Bonds to generate substantial annual debt service savings. Since that time, the municipal market has experienced increased interest rates and yields which has necessitated the restructuring of the proposed financing. When the Successor Agency and Oversight Boards approved the original financing plan in June, the 2004 Bonds generated more than $200,000 in annual debt service savings. These savings have been reduced to approximately $75,000 and at close to $78 million principal amount, the costs of refinancing the 2004 Bonds outweigh the benefits. The Financing Team will continue to monitor the savings on the 2004 Bonds and will return to the Successor Agency and Oversight Boards should savings return to savings levels in excess of 3% present value. The Successor Agency Staff has caused an updated review to be conducted of the remaining bond refunding and has determined that such a refunding is still in the best interest of the Successor Agency; that the statutory prerequisites for such refunding can be met, and has therefore resolved to request the Oversight Board to direct the Successor Agency to undertake such refunding proceedings. It is further understood that such direction by the Oversight Board will enable the Successor Agency to recover its related costs in connection with the refunding proceedings, as authorized by§ 34177.5(f). SWS SOUTHWEST 2533 S. Coast Highway 101, Suite 250 • Cardiff By The Sea, CA 92007 • www.swst.com GROUP SECURITIES- The Successor Agency Staff, has determined that there are significant factors which compel the refunding of the 1998 Bonds, the 2001 Bonds, the 2002 Bonds and the 2003 Bonds, including: (a) The increase in residual fund balance available to the City and other taxing agencies in furtherance of redevelopment agency dissolution. (b) Combining the refunding of the bonds creates efficiencies which maximize savings for such an issuance, further increasing the residual fund balance available for the City and other taxing agencies as well as reducing the complexities of the ROPS filings required twice a year. The revised strategy put forth will result in two financings being issued to replace five that are currently outstanding. The remaining 2004 and both 2011 financings will remain untouched leaving five financings outstanding after the proposed refinancing as summarized below: Project Area 1 1998 Bonds Yes 2001 Bonds Yes 2002 Bonds Yes 2003 Bonds (Taxable) Yes Project Area 2 Project Area 2 1998 Bonds Yes 2011 Bonds No 2011 Bonds Financing Authority (Housing Bonds) 2004 Bonds 2011 Bonds Proposed 2013 Bonds 2013 Tax Exempt Bonds 2013 Taxable Bonds 1 Based on current market. Financing Authority (Housing Bonds) No 2004 Bonds No 2011 Bonds Project Areas 1 and 2 2013 Tax Exempt Bonds 2013 Taxable Bonds Sll'U'SI SOUTHWEST 2533 S. Coast Highway 101, Suite 250 • Cardiff By The Sea, CA 92007 • www.swst.com GROUP SECURITIES. Savings Analysis The bonds to be refinanced will be payable on the same dates (March 1 and September 1) and will mature on their regularly scheduled date without extension. The overall estimated savings to be realized after ALL costs associated with the issuance of the refunding bonds have been paid are as follows: 9/1/2014 $ 19,458,419.78 $ 19,034,400.64 9/1/2015 19,456,964.28 19,030,062.52 9/1/2016 19,455,292.78 19,035,869.52 9/ 1/2017 19,461,455.28 19,033,168.02 9/1/2018 19,458,029.78 19,032,188.26 9/1/2019 19,460,687.52 19,028,265.76 9/1/2020 19,462,720.28 19,035,568.02 9/ 1/2021 19,468,339.78 19,040, 656.52 9/1/2022 19,465,701.02 19,046,163.26 9/1/2023 19,459,134.52 19,034,288.26 9/1/2024 19,461,107.02 19,038, 213.26 9/1/2025 19,463, 503.5 2 19,036, 228.26 9/1/2026 19,460,373.76 19,035,93 6.26 9/1/2027 19,461,940.26 19,036,382.26 9/1/2028 19,456,636.52 19,031,563.26 9/1/2029 19,456,448.02 19,039,593.76 9/1/2030 19,464,619.76 19,042,411.76 9/1/2031 19,461,489.00 19, 042,934.00 9/1/203 2 19,465,256.76 19,042,987.50 9/1/2033 9,573,516.00 9,556,766.00 9/1/2034 9,580,183.50 9,580,183.50 9/1/2035 3,625,136.50 3,625,136.50 9/1/2036 3,627,778.00 3,627,778.00 9/1/2037 936,007.50 936,007.50 9/1/2038 935,697.50 935,697.50 9/1/2039 935,497.50 935,497.50 424,019.14 426,901.76 419,423.26 428,287.26 425,841.52 432,421.76 427,152.26 427,683.26 419,537.76 424,846.26 422,893.76 427,275.26 424,437.50 425,558.00 425,073.26 416,854.26 422,208.00 418,555.00 422,269.26 16,750.00 Includes all outstanding bonds: PA 1's 1998 Bonds, 2001 Bonds, 2002 Bonds, 2003 Bonds; PA 2's 1998 Bonds, 2011 Bonds; and Financing Authority's 2004 Bonds and 2011 Bonds Z Includes proposed 2013 Refunding Bonds debt service, plus PA 2 2011 Bonds and Financing Authority's 2004 and 2011 Bonds SWSI SOUTHWEST 2533 S. Coast Highway 101, Suite 250 • Cardiff By The Sea, CA 92007 • www.swst.com GROUP SKURITIES. It is anticipated that the refinancing will be split into two series of Bonds. The 2013 Series A Bonds will be issued as Federally tax-exempt and the 2013 Series B Bonds will be issued as Federally taxable. The tax status on the Bonds is determined by how the proceeds of the previous bonds were spent and Federal Tax law. Interest rates on the bonds are conservatively estimated to range from 3% to 5% with the resulting yields ranging from 0.58% to 5.12% on the tax-exempt series. Taxable rates are estimated to range from 1.03% to 5.88% with yields the same. Current interest rates on the bonds being refunded range from 4.5% - 6.44%. The savings attributable to individual financings are estimated as follows: 9/1/2014 $ 92,662.78 $ 193,578.89 $ 29,662.93 $ 91,492.32 $ 16,622.22 $ 424,019.14 9/1/2015 91,180.00 192,270.00 33,281.26 90,308.00 19,862.50 426,901.76 9/1/2016 91,130.00 189,620.00 30,131.26 91,779.50 16,762.50 419,423.26 9/1/2017 94,750.00 194,370.00 30,881.26 89,836.00 18,450.00 428,287.26 9/1/2018 94,950.00 190,120.00 34,331.26 89,759.00 16,681.26 425,841.52 9/1/2019 94,210.00 194,320.00 31,981.26 92,110.50 19,800.00 432,421.76 9/1/2020 92,530.00 191,520.00 33,981.26 91,758.50 17,362.50 427,152.26 9/1/2021 93,910.00 193,270.00 30,231.26 93,422.00 16,850.00 427,683.26 9/1/2022 89,940.00 189,770.00 31,731.26 91,784.00 16,312.50 419,537.76 9/1/2023 90,870.00 193,840.00 33,231.26 91,167.50 15,737.50 424,846.26 9/1/2024 91,440.00 192,285.00 33,306.26 90,725.00 15,137.50 422,893.76 9/1/2025 91,650.00 190,350.00 33,306.26 92,469.00 19,500.00 427,275.26 9/1/2026 94,990.00 190,730.00 30,275.00 92,455.00 15,987.50 424,437.50 9/1/2027 93,710.00 191,515.00 34,612.50 90,683.00 15,037.50 425,558.00 9/1/2028 92,050.00 191,645.00 33,618.76 88,709.50 19,050.00 425,073.26 9/1/2029 191,120.00 117,531.26 90,428.00 17,775.00 416,854.26 9/1/2030 194,925.00 120,262.50 90,558.00 16,462.50 422,208.00 9/1/2031 192,805.00 117,300.00 88,350.00 20,100.00 418,555.00 9/1/2032 313,881.26 89,938.00 18,450.00 422,269.26 9/1/2033 16,750.00 16,750.00 Since the reduced debt service after refunding will reduce the amount of property taxes deposited in the Redevelopment Property Tax Trust Fund required to be paid to the Successor Agency, there will be additional "residual" property tax that can be distributed to taxing agencies that overlap the boundaries of the Redevelopment Project Areas in accordance with their share of the general property tax levy shown below. The City may be able to use up to 50% of the additional residual generated by the refunding first to repay certain City advances to the former Agency, and if so, the taxing agencies will receive their percentage of the remaining residual after such payment. • School Districts: 62.50% • Riverside County: 22.18% • Water District: 7.21% • City of La Quinta: 5.29% • Recreation and Parks: 2.82% 5WS SOUTHWEST 2533 S. Coast Highway 101, Suite 250 • Cardiff By The Sea, CA 92007 • www.swst.com GROUP SFCURITIES- Costs of Issuance The costs associated with the revised financing plan have decreased proportionately with the size of the financing. Estimated at just less than 2.1%, they are made up as follows: Professional Services $ 450,000 Underwriter's Discount 687,500 Bond Insurance Provider 1,129,049 Surety Reserve Provider 296,902 Total Costs of Issuance 2,563,451 The Financing Team expects the Bonds to be rated "A" or "A-" by Standard and Poor's. Purchasing insurance will bring the rating up to "AA" or "AA-" depending on which bond insurer approves the financing and provides the best insurance premium bid. The increase in rating should offset the insurance premium through reduced interest rates and yields on the refunding bonds. The Financing Team will prepare a stress test at the time the refunding bonds are marketed to determine the actual savings generated by using bond insurance. If the insurance premium isn't justified by savings, bond insurance will not be utilized. The Prior Agency's Bonds all carry a reserve fund surety bond in lieu of cash for the reserve funds. Using cash at this point would greatly increase the amount of refunding bonds required to be issued in order to cash fund the new reserve funds. The use of a reserve fund surety bond will be required in order to achieve the reported savings. Underwriter's Discount will be based in part on the rating of the refunding bonds. If bond insurance is utilized the underwriter's discount would be reduced over a standalone rating only. This is predominately due to the amount of takedown (commission) necessary to pay salespeople to sell the bonds. The higher the rating, the less takedown required. 5WS SOUTHWEST 2533 S. Coast Highway 101, Suite 250 • Cardiff By The Sea, CA 92007 • www.swst.com GROUP SFCU CITIES- Timeline The following is a general timeline for the proposed refinancing. This schedule will be updated based on DOF approval actions and market conditions. Bond Counsel distributes revised Legal Documents Disclosure Counsel distributes revised POS September 16 Fiscal Consultant updates FCR Agenda Deadline for Successor Agency meeting Agenda Deadline for Oversight Board meeting September 23 Successor Agency Board adopts Resolution approving Financing Documents October 1 Oversight Board adopts Resolution approving Financing Documents October 2 Submit Revised OB Resolution and Documents to DOF Submit Documents to Rating Agency/Insurer October 15 Receive Rating/Insurance October 30 DOF approval of Financing By October 30 Final Comments received on Preliminary Official Statement November 1 Post Preliminary Official Statement on-line November 4 Bond Sale - Successor Agency signs Purchase Contract November 13 Bond Counsel distributes Closing Documents November 20 Disclosure Counsel delivers Final Official Statement to Printer Bond Closing December 4 SWS' SOUTHWEST 2533 S. Coast Highway 101, Suite 250 • Cardiff By The Sea, CA 92007 • www.swst.com GR(71JP SECURITIES- INDENTURE OF TRUST Dated as of October 1, 2013 by and between the SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION as Trustee Relating to Successor Agency to the La Quinta Redevelopment Agency La Quinta Redevelopment Project Areas No. 1 and 2 Subordinate Tax Allocation Refunding Bonds, 2013 Series A . Preliminary, subject to change. 124/015610-0135 5657499.4 a09/24/13 Table of Contents Page ARTICLE I DETERMINATIONS; DEFINITIONS Section 1.1 Findings and Determinations..................................................................................... 3 Section1.2 Definitions................................................................................................................. 4 Section 1.3 Rules of Construction.............................................................................................. 13 ARTICLE II AUTHORIZATION AND TERMS Section 2.1 Authorization of Bonds............................................................................................14 Section2.2 Term of Bonds.........................................................................................................15 Section 2.3 Redemption of Bonds..............................................................................................15 Section2.4 Form of Bonds.........................................................................................................16 Section 2.5 Execution of Bonds..................................................................................................16 Section2.6 Transfer of Bonds....................................................................................................16 Section 2.7 Exchange of Bonds..................................................................................................17 Section 2.8 Registration Books...................................................................................................17 Section2.9 Temporary Bonds....................................................................................................17 Section 2.10 Bonds Mutilated, Lost, Destroyed or Stolen............................................................17 Section 2.11 Book -Entry Only System.........................................................................................18 Section 2.12 Successor Securities Depository; Transfers Outside Book -Entry Only System......................................................................................................................19 ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS OF BONDS; PARITY DEBT Section 3.1 Issuance of Bonds....................................................................................................19 Section 3.2 Application of Proceeds of Bonds...........................................................................19 Section 3.3 Costs of Issuance Fund............................................................................................ 20 Section 3.4 Issuance of Parity Bonds.......................................................................................... 20 Section 3.5 Validity of Bonds..................................................................................................... 21 ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS Section 4.1 Security of Bonds; Equal Security........................................................................... 21 Section 4.2 Redevelopment Obligation Retirement Fund, Debt Service Fund, Deposit of Pledged Tax Revenues.............................................................................................21 Section 4.3 Transfer of Amounts by the Trustee........................................................................ 22 Section4.4 Rebate Fund.............................................................................................................24 124/015610-0135 5657499.4 a09/24/13 1 Table of Contents Section 5.1 Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Section 6.7 Section 6.8 Section 6.9 Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 Section 7.6 Section 8.1 Section 8.2 Section 8.3 Section 8.4 Section 8.5 Section 8.6 Section 8.7 Section 9.1 (continued) ARTICLE V OTHER COVENANTS OF THE SUCCESSOR AGENCY Covenants of the Successor Agency ARTICLE VI THE TRUSTEE Duties, Immunities and Liabilities of Trustee ........................................ Mergeror Consolidation........................................................................ Liabilityof Trustee................................................................................ Right to Rely on Documents.................................................................. Preservation and Inspection of Documents ............................................ Compensation and Indemnification....................................................... Investment of Moneys in Funds and Accounts ...................................... Accounting Records and Financial Statements ...................................... Appointment of Co -Trustee or Agent .................................................... ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE Amendment Without Consent of Owners ........................... Amendment With Consent of Owners ................................ Effect of Supplemental Indenture ....................................... Endorsement or Replacement of Bonds After Amendment Amendment by Mutual Consent ......................................... Opinion of Counsel............................................................. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Events of Default and Acceleration of Maturities .................... Application of Funds Upon Acceleration ................................. Power of Trustee to Control Proceedings ................................. Limitation on Owner's Right to Sue ......................................... Non-waiver............................................................................... Actions by Trustee as Attorney -in -Fact .................................... Remedies Not Exclusive........................................................... ARTICLE IX MISCELLANEOUS Benefits Limited to Parties 124/015610-0135 5657499.4 a09/24/13 11 Page 25 .. 29 .. 31 .. 31 .. 32 .. 32 .. 33 .. 33 .. 34 .. 35 41 Table of Contents (continued) Page Section 9.2 Successor is Deemed Included in All References to Predecessor ........................... 41 Section 9.3 Discharge of Indenture............................................................................................. 41 Section 9.4 Execution of Documents and Proof of Ownership by Owners ................................ 42 Section 9.5 Disqualified Bonds.................................................................................................. 42 Section 9.6 Waiver of Personal Liability.................................................................................... 42 Section 9.7 Destruction of Canceled Bonds............................................................................... 43 Section9.8 Notices..................................................................................................................... 43 Section 9.9 Partial Invalidity...................................................................................................... 43 Section9.10 Unclaimed Moneys.................................................................................................. 43 Section 9.11 Execution in Counterparts....................................................................................... 44 Section 9.12 Governing Law........................................................................................................ 44 Section 9.13 Payments Due on Other Than a Business Day ........................................................ 44 ARTICLE X MATTERS RELATED TO THE BOND INSURER Section10.1 Bonds Outstanding...................................................................................................44 Section 10.2 Required Action....................................................................................................... 44 Section 10.3 Claims Upon the Insurance Policy and Payments by and to the Insurer ................. 44 Section10.4 Subrogation..............................................................................................................46 Section 10.5 Reimbursement of Insurer....................................................................................... 46 Section 10.6 Application of Prepayment...................................................................................... 46 Section 10.7 Information Provided to Insurer.............................................................................. 46 Section 10.8 Miscellaneous.......................................................................................................... 47 EXHIBIT A BOND FORM........................................................................................................A-1 124/015610-0135 5657499.4 a09/24/13 111 INDENTURE OF TRUST THIS INDENTURE OF TRUST (this "Indenture") is dated as of October 1, 2013, by and between the SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic, 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"); WITNESSETH: WHEREAS, the La Quinta Redevelopment Agency (the "Prior Agency") was a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers under and pursuant to the provisions of the Community Redevelopment Law (Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California) (the "Law"), and the powers of the La Quinta Redevelopment Agency included the power to issue Bonds for any of its corporate purposes; and WHEREAS, a Redevelopment Plan for a redevelopment project known and designated as the "La Quinta Redevelopment Project Area No. 1" has been adopted and approved by Ordinance No. 43 of the City of La Quinta on November 29, 1983, and all requirements of law for and precedent to the adoption and approval of the Project Area No. 1 Redevelopment Plan, as amended, have been duly complied with; and WHEREAS, a Redevelopment Plan for a redevelopment project known and designated as the "La Quinta Redevelopment Project Area No. 2" has been adopted and approved by Ordinance No. 139 of the City of La Quinta on May 16, 1989, and all requirements of law for and precedent to the adoption and approval of the Project Area No. 2 Redevelopment Plan, as amended, have been duly complied with; and WHEREAS, the Prior Agency has previously issued $15,760,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. 1 Bonds"); and WHEREAS, the Prior Agency has previously issued $6,750,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. 2 Bonds"); and WHEREAS, the Prior Agency has previously issued $48,000,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2001 (the "2001 Project Area No. 1 Bonds"); and WHEREAS, the Prior Agency has previously issued $40,000,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2002 (the "2002 Project Area No. 1 Bonds"); and WHEREAS, the Prior Agency has previously issued $26,400,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Taxable Series 2003 (the "2003 Project Area No. 1 Taxable Bonds"); and 124/015610-0135 5657499.4 a09/24/13 1 WHEREAS, the La Quinta Financing Authority (the "Authority") on behalf of the Prior Agency has previously issued $90,000,000 aggregate principal amount of the La Quinta Financing Authority, Local Agency Revenue Bonds, 2004 Series A (the "2004 Housing Bonds") and loaned the proceeds to the Prior Agency pursuant to the terms of a loan agreement dated February 3, 2004, as supplemented by a First Supplemental Loan Agreement dated as of June 1, 2004 (the "2004 Loan Obligation"); and WHEREAS, the Prior Agency has previously issued $6,000,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Subordinate Taxable Tax Allocation Bonds, Series 2011 (the "2011 Project Area No. 2 Taxable Bonds"); and WHEREAS, the Authority on behalf of the Prior Agency has previously issued $28,850,000 aggregate principal amount of the La Quinta Financing Authority, Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A (the "2011 Taxable Housing Bonds") and loaned the proceeds to the Prior Agency pursuant to the terms of a loan agreement dated February 3, 2004 and a Second Supplemental Indenture, dated as of March 1, 2011 (the "2011 Loan Obligation"); and WHEREAS, the Successor Agency has determined that it is cost effective and efficient to refund and defease, in their entirety, the 1998 Project Area No. 1 Bonds, the 1998 Project Area No. 2 Bonds, the 2001 Project Area No. 1 Bonds, the 2002 Project Area No. 1 Bonds and the 2003 Project Area No. 1 Taxable Bonds, (collectively, the "Refunded Bonds") on a subordinate basis to the 2011 Project Area No. 2 Taxable Bonds, the 2004 Loan Obligation and the 2011 Loan Obligation (collectively, the "Senior Bonds"); and WHEREAS, the Successor Agency deems it necessary and proper to issue tax exempt tax allocation bonds for the purpose of refunding and defeasing the 1998 Project Area No. 1 Bonds, the 1998 Project Area No. 2 Bonds, the 2001 Project Area No. 1 Bonds and the 2002 Project Area No. 1 Bonds (the "Refunded Tax Exempt Bonds") all on a subordinate basis to the Senior Bonds; and WHEREAS, the Successor Agency deems it necessary and proper to issue taxable tax allocation refunding bonds to refund and defease the 2003 Project Area No. 1 Taxable Bonds (the "Refunded Taxable Bonds"), all on a basis subordinate to the Senior Bonds, (the Refunded Tax Exempt Bonds and the Refunded Taxable Bonds are herein referred to as the "Refunded Bonds"); and WHEREAS, for the corporate purposes of the Successor Agency, the Successor Agency deems it necessary to issue at this time tax allocation refunding bonds in two series in a total principal amount not to exceed Million Dollars ($ ) (the "Bonds"), and to irrevocably set aside a portion of the proceeds of such Bonds in a separate segregated trust fund which will be used to refund the outstanding Refunded Bonds of the Prior Agency, to pay costs in connection with the issuance of the Bonds, and to make certain other deposits as required by this Indenture; and WHEREAS, on June 28, 2011, the California Legislature adopted ABxl 26 (the "Dissolution Act") and ABxl 27 (the "Opt -in Bill"); and WHEREAS, the California Supreme Court subsequently upheld the provisions of the Dissolution Act and invalidated the Opt -in Bill resulting in the La Quinta Redevelopment Agency being dissolved as of February 1, 2012; and 124/015610-0135 5657499.4 a09/24/13 2 WHEREAS, the powers, assets and obligations of the Prior Agency were transferred on February 1, 2012 to the Successor Agency; and WHEREAS, on or about June 27, 2012, AB 1484 was adopted as a trailer bill in connection with the 2012-13 California Budget; and WHEREAS, AB 1484 specifically authorizes the issuance of refunding bonds by the Successor Agency to refund the bonds or other indebtedness of the Prior Agency to provide savings to the Successor Agency, provided that (A) the total interest cost to maturity on the refunding bonds plus the principal amount of the refunding bonds shall not exceed the total remaining interest cost to maturity on the bonds to be refunded plus the remaining principal of the bonds to be refunded, and (B) the principal amount of the refunding bonds shall not exceed the amount required to defease the refunded bonds, to establish customary debt service reserves, and to pay related costs of issuance; and WHEREAS, the Successor Agency desires to issue its La Quinta Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Series A (the "Series A Bonds") and 2013 Taxable Series B (the "Series B Bonds") (collectively, the "Bonds") for the purpose of refunding the Refunded Bonds, to fund a reserve account and pay costs of issuance; and 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 hereby certifies 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 the Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done or taken. NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and redemption premium (if any) on all the Bonds 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 considerations, the receipt of which is hereby acknowledged, the Successor Agency and the Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the Bonds, as follows: ARTICLE I DETERMINATIONS; DEFINITIONS Section 1.1 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 124/015610-0135 5657499.4 a09/24/13 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 1.2 Definitions. Unless the context otherwise requires, the terms defined in this Section 1.2 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 Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code. "Annual Debt Service" means, for any Bond Year, the principal and interest, including scheduled sinking fund payments, payable on the Outstanding Bonds in such Bond Year. "Bond", "Bonds" or "2013 Bonds" means, collectively, the Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Series A and 2013 Taxable Series B and any refunding bonds or obligations issued therefor. "Bond Counsel" means Rutan & Tucker, LLP, an attorney or firm of attorneys acceptable to the Successor Agency of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions. "Bondowner" or "Owner", or any similar term, means any person who shall be the registered owner or his duly authorized attorney, trustee or representative of any Outstanding Bond. "Bond Year" means the twelve (12) month period commencing on September 2 of each year, provided that the first Bond Year shall extend from the Delivery Date to September 1, 2014. "Business Day" means any day other than (i) a Saturday or Sunday or legal holiday or a day on which banking institutions in the city in which the corporate trust office of the Trustee is located are authorized to close, or (ii) a day on which the New York Stock Exchange is closed. "Certificate" or "Certificate of the Successor Agency" means a Written Certificate of the Successor Agency. "Chair" means the chair of the Successor Agency or other duly appointed officer of the Successor Agency authorized by the Successor Agency by resolution or bylaw to perform the functions of the chair in the event of the chair's absence or disqualification. "City" means the City of La Quinta, State of California. "Code" means the Internal Revenue Code of 1986, as amended, and any regulations, rulings, judicial decisions, and notices, announcements, and other releases of the United States Treasury Department or Internal Revenue Service interpreting and construing it. "Computation Year" means, with respect to the Bonds, the period beginning on the Delivery Date and ending on September 1, 2014, and each 12-month period ending on September 1 thereafter until there are no longer any Bonds Outstanding. 124/015610-0135 5657499.4 a09/24/13 4 "Continuing Disclosure Agreement" means that certain Continuing Disclosure Agreement among the Successor Agency and Willdan Financial Services dated the Delivery Date as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Corporate Trust Office" means the corporate trust office of the Trustee, currently at U.S. Bank National Association, except for exchange, surrender and payment of the Bonds, in which case "Trust Office" shall refer to the corporate trust office of U.S. Bank National Association in St. Paul, Minnesota, or such other or additional offices as may be specified to the Successor Agency by the Trustee in writing. "Costs of Issuance" means the costs and expenses incurred in connection with the issuance and sale of the Bonds including the initial fees and expenses of the Trustee, rating agency fees, legal fees and expenses, costs of printing the Bonds and Official Statement, staff time and costs, fees of financial consultants, escrow fees and costs, bond insurance premiums, and other fees and expenses set forth in a Written Certificate of the Successor Agency. "Costs of Issuance Fund" means the trust fund established in Section 3.3 of this Indenture. "County" means the County of Riverside, California. "Debt Service Fund" means that trust fund established in Section 4.2 of this Indenture. "Defeasance Securities" means (1) cash, (2) non -callable direct obligations of the United States of America ("Treasuries"), (3) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (4) subject to the prior written consent of the Insurer, pre -refunded municipal obligations rated "AAA" and "Aaa" by S&P and Moody's, respectively, or (5) subject to the prior written consent of the Insurer, securities eligible for "AAA" defeasance under then existing criteria of S & P or any combination, unless the Insurer otherwise approves. "Delivery Date" means the date on which the Bonds are delivered to the initial purchaser thereof. "Dissolution Act" means Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the Health and Safety Code of the State of California. "DOF" means the California Department of Finance. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Escrow Agreements" means, collectively, the escrow agreements, and each of them, for each of the Refunded Bonds. "Escrow Bank" means U.S. Bank National Association. 124/015610-0135 5657499.4 a09/24/13 5 "Escrow Fund" means the Escrow Fund created pursuant to each of the Escrow Agreements for each of the Refunded Bonds. "First Supplemental Indenture" or "First Supplement" means the First Supplemental Indenture of Trust, dated as of October 1, 2013, by and between the Successor Agency and U.S. Bank National Association. "Fiscal Year" means any twelve (12) month period beginning on July 1st and ending on the next following June 30th. "Fund or Account" means any of the funds or accounts referred to herein. "Indenture" means that certain Indenture of Trust dated as of October 1, 2013, between the Successor Agency and U.S. Bank National Association, approved by Resolution No. , adopted by the Successor Agency on June 4, 2013, and Resolution No. , adopted by the Oversight Board on October 2, 2013, authorizing the issuance of the Bonds. "Independent Financial Consultant" "Independent En ingeer" "Independent Certified Public Accountant" or "Independent Redevelopment Consultant" means any individual or firm engaged in the profession involved, appointed by the Successor Agency, and who, or each of whom, has a favorable reputation in the field in which his/her opinion or certificate will be given, and: (1) is in fact independent and not under domination of the Successor Agency; (2) does not have any substantial interest, direct or indirect, with the Successor Agency, other than as original purchaser of the Bonds; and (3) 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. "Insurance Policy" means the insurance policy issued by the Insurer guaranteeing the scheduled payment of principal of and interest on the Bonds when due. "Insurer" means , or any successor thereto or assignee thereof. "Interest Account" means the account by that name referenced in Section 4.3 of this Indenture. "Interest Payment Date" means March 1 and September 1, commencing March 1, 2014 so long as any of the Bonds remain Outstanding hereunder. "La Quinta Redevelopment Ag_encX" or "La Quinta Agency" means the La Quinta Redevelopment Agency. "Law" means the Community Redevelopment Law of the State of California as cited in the recitals hereof. "Loan Agreement" means that Loan Agreement by and between the La Quinta Redevelopment Agency and La Quinta Financing Authority, dated as of February 3, 2004, as amended and modified pursuant to the First Supplemental Loan Agreement, by and among the La 124/015610-0135 5657499.4 a09/24/13 6 Quinta Redevelopment Agency, the La Quinta Financing Authority, and U.S. Bank National Association, as Fiscal Agent, dated as of June 1, 2004 relating to $90,000,000 Project Areas Nos. 1 and 2 Housing Loan; and the Second Supplemental Loan Agreement, by and among the La Quinta Redevelopment Agency, the La Quinta Financing Authority, and U.S. Bank National Association, as Fiscal Agent, dated as of March 1, 2011, relating to $28,850,000 2011 Project Areas Nos. 1 and 2 Subordinate Housing Loan. "Maximum Annual Debt Service" means the largest of the sums obtained for any Bond Year after the computation is made, by totaling the following for each such Bond Year: (1) The principal amount of all Bonds and Parity Bonds, if any, and the amount of any sinking account payments payable in such Bond Year; and (2) The interest which would be due during such Bond Year on the aggregate principal amount of Bonds and Parity Bonds which would be outstanding in such Bond Year if the Bonds and Parity Bonds outstanding on the date of such computation were to mature or be redeemed in accordance with the maturity schedules for the Bonds and Parity Bonds. At the time and for the purpose of making such computation, the amount of term Bonds and term Parity Bonds already retired in advance of the above -mentioned schedules shall be deducted pro rata from the remaining amounts thereon. "Opinion of Counsel" means a written opinion of an attorney or firm of attorneys of favorable reputation in the field of municipal bond law. Any opinion of such counsel may be based upon, insofar as it is related to factual matters, information which is in the possession of the Successor Agency as shown by a certificate or opinion of, or representation by, an officer or officers of the Successor Agency, unless such counsel knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which his or her opinion may be based, as aforesaid, is erroneous. "Outstanding" means, when used as of any particular time with reference to Bonds, subject to the provisions of this Indenture, all Bonds theretofore issued and authenticated under this Indenture except: cancellation; (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for (b) Bonds paid or deemed to have been paid; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and authenticated pursuant to this Indenture. "Oversight Board" means the oversight board duly constituted from time to time pursuant to Section 34179 of the Dissolution Act. "Pari , Bonds" means the Series B Bonds and any additional tax allocation bonds (including, without limitation, bonds, notes, loans, interim certificates, debentures or other obligations) issued by the Successor Agency as permitted by Section 3.4 of this Indenture. "Pass -Through Agreements" means the agreements entered into on or prior to the date hereof pursuant to Section 33401 of the Health and Safety Code with (i) the County of Riverside; (ii) Desert 124/015610-0135 5657499.4 a09/24/13 7 Sands Unified School District; (iii) Coachella Valley Water District; (iv) Desert Community College District; (v) County of Riverside Superintendent of Schools; (vi) Coachella Valley Mosquito Abatement District; and (vii) Coachella Valley Recreation and Park District. "Pang Agent" means any paying agent appointed by the Successor Agency pursuant to the Indenture. "Permitted Investments" means: (a) For all purposes, including defeasance investments in refunding escrow accounts. (1) Defeasance Securities (b) For all purposes other than defeasance investments in refunding escrow accounts. (1) Obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America, including: - Export -Import Bank - Rural Economic Community Development Administration - U.S. Maritime Administration - Small Business Administration - U.S. Department of Housing & Urban Development (PHAs) - Federal Housing Administration -Federal Financing Bank (2) Direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America: - Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC). Obligations of the Resolution Funding Corporation (REFCORP) Senior debt obligations of the Federal Home Loan Bank System Senior debt obligations of other Government Sponsored Agencies (3) U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances with domestic commercial banks, which may include the Trustee, its parent holding company, if any, and their affiliates, which have a rating on their short term certificates of deposit on the date of purchase of "P-1" by Moody's and "A-1" or "A-1+" by S&P and maturing not more than 360 calendar days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank); (4) Commercial paper which is rated at the time of purchase in the single highest classification, "P-1" by Moody's and "A-1+" by S&P and which matures not more than 270 calendar days after the date of purchase; 124/015610-0135 5657499.4 a09/24/13 8 (5) Investments in a money market fund, including those of an affiliate of the Trustee rated "AAAm" or "AAAm-G" or better by S&P; (6) Pre -refunded Municipal Obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (A) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Moody's or S&P or any successors thereto; or (B) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (2) of the definition of Defeasance Securities, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate. (7) Municipal Obligations rated "Aaa/AAA" or general obligations of States with a rating of "A2/A" or higher by both Moody's and S&P. (8) Investment Agreements with an entity rated "A" or higher by S&P; and; (9) The Local Agency Investment Fund of the State or any state administered pooled investment fund in which the Successor Agency is statutorily permitted or required to invest will be deemed a permitted investment. (c) The value of the above investments shall be determined as follows: (1) For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued at fair market value. The Trustee shall determine the fair market value based on accepted industry standards and from accepted industry providers. Accepted industry providers shall include but are not limited to pricing services provided by Financial Times Interactive Data Corporation, and Bank of America Merrill Lynch. (2) As to certificates of deposit and bankers' acceptances: the face amount thereof, plus accrued interest thereon; and 124/015610-0135 5657499.4 a09/24/13 9 (3) As to any investment not specified above: the value thereof established by prior agreement among the Successor Agency and the Trustee. "Pledged Tax Revenues" means the portion of the monies deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section 34172 of the Dissolution Act, as provided in paragraph (2) of subdivision (a) of Section 34183 of the Dissolution Act less the amount required to pay debt service on the Senior Bonds. In accordance with the Dissolution Act, the Bonds and Parity Bonds shall be payable from and secured by, and Pledged Tax Revenues shall include, moneys deposited, from time to time, in the Real Property Tax Trust Fund established pursuant to subdivision (c) of Health & Safety Code Section 34172, as provided in paragraph (2) f subdivision (a) of Health & Safety Code Section 34183. If, and to the extent, that the provisions of Section 34172 or paragraph (2) of subdivision (a) of Section 34183 are invalidated by a final judicial decision, then Pledged Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to Health & Safety Code Section 33670 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. "Principal Account" means the account by that name referenced in Section 4.3 of this Indenture. "Prior Law" means the Community Redevelopment Law of the State of California (commencing with Health and Safety Code Section 33000) as it existed on or before June 29, 2011. "Real Property Tax Trust Fund" or "RPTTF" means the fund by that name established pursuant to Health & Safety Code Section 34170.5 (a) and administered by the County auditor - controller. "Rebate Regulations" means the final Treasury Regulations issued under Section 148(f) of the Code. "Recognized Obligation Payment Schedule" means a Recognized Obligation Payment Schedule, each prepared and approved from time to time pursuant to subdivision (1) of Section 34177 of the Dissolution Act. "Redemption Account" means the account by that name referenced in Section 4.3 of this Indenture. "Redevelopment Obligation Retirement Fund" means the fund by that name established pursuant to Health & Safety Code Section 34170.5 (b) and administered by the Successor Agency. "Redevelopment Project Area No. 1 Plan" means the La Quinta Redevelopment Plan for the project designated as the "La Quinta Redevelopment Project Area No. 1," adopted and approved by Ordinance No. 43, which became effective on December 29, 1983, together with any amendments thereof heretofore or hereafter duly enacted pursuant to the law. "Redevelopment Project Area No. 2 Plan" means the La Quinta Redevelopment Plan for the project designated as the "La Quinta Redevelopment Project Area No. 2," approved and adopted by the City Council of the City by Ordinance No. 139, on May 16, 1989, and includes any amendments thereof heretofore or hereafter made pursuant to the law. 124/015610-0135 5657499.4 a09/24/13 10 "Redevelopment Project Area No. 1," means the project area formed by the Redevelopment Project Area No. 1 Plan. "Redevelopment Project Area No. 2," means the project area formed pursuant to the Redevelopment Project Area No. 2 Plan. "Redevelopment Project Areas" or "Redevelopment Projects" or "Project Areas" means the Project Areas defined and described in the Redevelopment Plan for Redevelopment Project Area No. 1 and Redevelopment Project Area No. 2. "Refunded Bonds" means the 1998 Project Area No. 1 Bonds, the 1998 Project Area No. 2 Bonds, the 2001 Project Area No. 1 Bonds, the 2002 Project Area No. 1 Bonds and the 2003 Project Area No. 1 Taxable Bonds. "Regular Record Date" means the fifteenth day of the month preceding any Interest Payment Date whether or not such day is a Business Day. "Report" means a document in writing signed by an Independent Financial Consultant and including: (a) A statement that the person or firm making or giving such Report has read the pertinent provisions of the 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 referenced in Section 4.3 hereof. "Reserve Requirement" means, as of the date of computation, an amount equal to the combined lesser of (i) Maximum Annual Debt Service on the Bonds and any Parity Bonds, (ii) 10% of the net proceeds of the Bonds and any Parity Bonds, or (iii) 125% of the Annual Debt Service on all Bonds and Parity Bonds Outstanding. "Senior Bonds" means the 2011 Project Area No. 2 Bonds, the 2004 Loan Obligation and the 2011 Loan Obligation and any refunding bonds or obligations issued therefor. "Senior Bond Indentures" means the 2011 Project Area No. 2 Taxable Bonds Indenture, the 2004 Loan Agreement and the 2011 Loan Agreement. "Senior Bonds Reserve Account" means the Reserve Accounts created in relation to the Senior Bonds. "Series A Bonds" means the Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Series A. 124/015610-0135 5657499.4 a09/24/13 1 1 "Series B Bonds" means the Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Taxable Series B. "State" means the State of California, United States of America. "Supplemental Indenture" means any indenture then in full force and effect which has been duly adopted by the Successor Agency under the Dissolution Act, or any act supplementary thereto or amendatory thereof, at a meeting of the Successor Agency duly convened and held, of which a quorum was present and acted thereon, amendatory of or supplemental to this Indenture or any indebtedness entered into in connection with the issuance of Parity Bonds; but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder. "Statutory Pass -Through Amounts" means amounts paid to affected taxing agencies, if any, pursuant to Sections 33607.5 and/or 33607.7 of the Law and Section 34183 of the Dissolution Act. "Tax Certificate" means that certain Tax Certificate executed by the Successor Agency with respect to the Series A Bonds. "Trustee" means U.S. Bank National Association, a national banking association, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in this Indenture. "1998 Project Area No. 1 Bonds" means the $15,760,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Refunding Bonds, Series 1998. "1998 Project Area No. 2 Bonds" means the $6,750,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Tax Allocation Refunding Bonds, Series 1998. "2001 Project Area No. 1 Bonds" means the $48,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Bonds, Series 2001. "2002 Project Area No. 1 Bonds" means the $40,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Bonds, Series 2002. "2003 Project Area No. 1 Taxable Bonds" means the $26,400,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Bonds, Taxable Series 2003. "2004 Housing Bonds" means the $90,000,000 La Quinta Financing Authority, Local Agency Revenue Bonds, 2004 Series A. "2011 Project Area No. 2 Taxable Bonds" means the $6,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Subordinate Taxable Tax Allocation Bonds, Series 2011. "2011 Taxable Housing Bonds" means the $28,850,000 La Quinta Financing Authority, Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A. "1998 Project Area No. 1 Bonds Indenture" means that Indenture of Trust, dated as of June 1, 1998, by and between the La Quinta Redevelopment Agency and U.S. Bank Trust National 124/015610-0135 5657499.4 a09/24/13 12 Association as Trustee, relating to $15,760,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Refunding Bonds, Series 1998. "1998 Project Area No. 2 Bonds Indenture" means that Indenture of Trust, dated as of June 1, 1998, by and between the La Quinta Redevelopment Agency and U.S. Bank Trust National Association, as Trustee, securing $6,750,000 La Quinta Redevelopment Project Area No. 2 Tax Allocation Refunding Bonds, Issue of 1998. "2002 Project Area No. 1 Bonds Indenture" means that Indenture of Trust, dated as of August 1, 2001, by and between the La Quinta Redevelopment Agency and U.S. Bank Trust National Association, as Trustee, relating to $48,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Bonds, Series 2001. "2002 Project Area No. 1 Bonds Indenture" means that Indenture of Trust, dated as of June 1, 2002, by and between the La Quinta Redevelopment Agency and U.S. Bank, N.A., as Trustee, relating to $40,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Bonds, Series 2002. "2003 Project Area No. 1 Taxable Bonds Indenture" means that Indenture of Trust, dated as of September 1, 2003, by and between the La Quinta Redevelopment Agency and U.S. Bank National Association, as Trustee, relating to $26,400,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Bonds, Taxable Series 2003. "2004 Housing; Bonds Indenture" means that Indenture of Trust, dated as of June 1, 2004, by and between the La Quinta Financing Authority and U.S. Bank National Association, as Trustee, relating to $90,000,000 La Quinta Financing Authority, Local Agency Revenue Bonds, 2004 Series A. "2011 Project Area No. 2 Taxable Bonds Indenture" means that Indenture of Trust dated as of March 1, 2011, by and between the La Quinta Redevelopment Agency and U.S. Bank National Association, as Trustee, relating to $6,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Subordinate Taxable Tax Allocation Bonds, Series 2011. "2011 Taxable Housing Bonds Indenture" means that Indenture of Trust, dated as of March 1, 2011, by and between the La Quinta Financing Authority and U.S. Bank National Association, as Trustee, relating to $28,850,000 La Quinta Financing Authority Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A. "Written Request of the Successor Agency" or "Written Certificate of the Successor Agency" means a request or certificate, in writing signed by the Executive Director, Secretary or Finance Officer of the Successor Agency or by any other officer of the Successor Agency duly authorized by the Successor Agency for that purpose. Section 1.3 Rules of Construction. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture, and the words "herein", "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. 124/015610-0135 5657499.4 a09/24/13 13 ARTICLE II AUTHORIZATION AND TERMS OF SERIES A BONDS Section 2.1 Authorization of Series A Bonds. Bonds in the aggregate principal amount of Million Hundred Thousand Dollars ($ ) are hereby authorized to be issued by the Successor Agency under and subject to the terms of this Indenture and the Act. This Indenture constitutes a continuing agreement with the Trustee for the benefit of 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 Series A Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. The Series A Bonds shall be designated the "Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Areas No. I and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Series A." (a) The Series A Bonds shall be and are special obligations of the Successor Agency and are secured by an irrevocable pledge of, and are payable as to principal, interest and premium, if any, subordinate to the 2011 Project Area No. 2 Bonds, the 2004 Loan Obligation and the 2011 Loan Obligation. The Series A Bonds, interest and premium, if any, thereon are not a debt of the City, the State or any of its political subdivisions (except the Successor Agency), and none of the City, the State nor any of its political subdivisions (except the Successor Agency) is liable on them. In no event shall the Series A Bonds, interest thereon and premium, if any, be payable out of any funds or properties other than those of the Successor Agency as set forth in this Indenture. The Series A Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Successor Agency nor any persons executing the Series A Bonds are liable personally on the Series A Bonds by reason of their issuance. The Series A Bonds shall be and are equally secured together with any Parity Bonds, by an irrevocable pledge of the Pledged Tax Revenues and other funds as hereinafter provided, without priority for number, maturity, date of sale, date of execution or date of delivery, except as expressly provided herein. Nothing in this Indenture shall preclude: (a) the payment of the Series A Bonds from the proceeds of refunding bonds issued pursuant to the Law, or (b) the payment of the Series A Bonds from any legally available funds. Nothing in this Indenture shall prevent the Successor Agency from making advances of its own funds, however derived, to any of the uses and purposes mentioned in this Indenture. The Successor Agency shall have the right to defease the Series A Bonds and be discharged from the lien of this Indenture in accordance with the provision of Section 9.3 hereof. If the Successor Agency shall cause to be paid, or shall have made provision to pay upon maturity or upon redemption prior to maturity, to the Bondowners the principal of, premium, if any, and interest to become due on the Series A Bonds, through setting aside trust funds or setting apart in a reserve fund or special trust account created pursuant to this Indenture or otherwise, or through the irrevocable segregation for that purpose in some sinking fund or other fund or trust account with a fiscal agent or otherwise, moneys sufficient therefor, including, but not limited to, interest earned or to be earned on the investment of such funds, then the lien of this Indenture, including, without limitation, the pledge of the Pledged Tax Revenues, and all other rights granted hereby, shall cease, terminate and become 124/015610-0135 5657499.4 a09/24/13 14 void and be discharged and satisfied, and the principal of, premium, if any, and interest on the Series A Bonds shall no longer be deemed to be outstanding and unpaid; provided, however, that nothing in this Indenture shall require the deposit of more than such amount as may be sufficient, taking into account both the principal amount of such funds and the interest to become due on the investment thereof, to implement any refunding of the Series A Bonds. Section 2.2 Term of Series A Bonds. The Series A Bonds shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof and the Series A Bonds shall mature on September 1, in the years and in the amounts and shall bear interest at the rate per annum as follows: Maturity Date September 1 Principal Amount Interest Rate Interest on the Series A Bonds 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 Regular Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check or draft of the Trustee mailed on the Interest Payment Date by first class mail to such Owner at the address of such Owner as it appears on the Registration Books; provided, however, that upon the written request of any Owner of at least $1,000,000 in principal amount of Series A Bonds received by the Trustee at least fifteen (15) days prior to such Regular Record Date, payment shall be made by wire transfer in immediately available funds to an account in the United States designated by such Owner. Principal of and redemption premium (if any) on any Bond shall be paid upon presentation and surrender thereof, at maturity or redemption, at the Trust Office of the Trustee. Both the principal of and interest and premium (if any) on the Series A Bonds shall be payable in lawful money of the United States of America Interest shall be calculated based upon a 360-day year of twelve thirty -day months. Each Series A Bond shall be initially dated as of the Delivery Date and shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Regular 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) a Series A Bond is authenticated on or before February 15, 2014, in which event it shall bear interest from the Delivery Date; provided, however, that if, as of the date of authentication of any Series A Bond, interest thereon is in default, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Section 2.3 Redemption of Series A Bonds. (a) Optional Redemption. See POS for optional and sinking fund redemption. (b) Purchase In Lieu of Redemption. In lieu of optional or sinking account redemption of Series A Bonds, amounts on deposit in the Redevelopment Obligation Retirement Fund (to the extent not required to be transferred to the Trustee during the current Series A Bond Year) may also be used and withdrawn by the Successor Agency at any time for the purchase of the Series A Bonds at public or private sale as and when and at such prices (including brokerage and 124/015610-0135 5657499.4 a09/24/13 15 other charges and including accrued interest) as the Successor Agency may in its discretion determine. The par amount of any of the Series A Bonds so purchased by the Successor Agency and surrendered to the Trustee for cancellation in any twelve-month period ending on August 15, in any year will be credited towards and will reduce the principal amount of the Series A Bonds otherwise required to be redeemed on the following September 1 pursuant to this Indenture. The prior written approval of the Insurer if any Series A Bond so purchased is not cancelled upon purchase. Section 2.4 Form of Series A Bonds. The Series A Bonds, the form of Trustee's certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the form set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture. Section 2.5 Execution of Series A Bonds. The Series A Bonds shall be executed on behalf of the Successor Agency by the signature of its Executive Director 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 Series A Bond ceases to be such officer before delivery of the Series A Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Series A Bonds to the purchaser. Any Series A 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 Series A Bond shall be the proper officers of the Successor Agency although on the date of such Series A Bond any such person shall not have been such officer of the Successor Agency. Only such of the Series A Bonds as shall bear thereon a certificate of authentication in the form set forth in Exhibit A hereto, manually executed and dated by and in the name of the Trustee by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that such Series A Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. In the event temporary Series A Bonds are issued pursuant to Section 2.9 hereof, the temporary Series A Bonds shall bear thereon a certificate of authentication manually executed and dated by the Trustee, shall be initially registered by the Trustee, and, until so exchanged as provided under Section 2.9 hereof, the temporary Series A Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive Series A Bonds authenticated and delivered hereunder. Section 2.6 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 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 authenticate and deliver a new Bond or Bonds, of like series, interest rate, maturity and principal amount of authorized denominations. The Trustee shall collect any tax or other governmental charge on the transfer of any Bonds pursuant to this Section 2.6. The cost of printing any Bonds and any services rendered or any expenses incurred by the Trustee in connection with any exchange or transfer shall be paid by the Successor Agency. 124/015610-0135 5657499.4 a09/24/13 16 The Trustee may refuse to transfer, under the provisions of this Section 2.6, either (a) any Bonds during the period established by the Trustee for the selection of Bonds for redemption, or (b) any Bonds selected by the Trustee for redemption pursuant to the provisions of Section 2.3. Section 2.7 Exchange of Bonds. Bonds may be exchanged at the Trust Office of the Trustee 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 2.7. The cost of printing any Bonds and any services rendered or any expenses incurred by the Trustee in connection with any exchange or transfer shall be paid by the Successor Agency. The Trustee may refuse to exchange, under the provisions of this Section 2.7, either (a) any Bonds during the period established by the Trustee for the selection of Bonds for redemption or (b) any Bonds selected by the Trustee for redemption pursuant to the provisions of Section 2.3. Section 2.8 Registration Books. The Trustee will keep or cause to be kept, at its 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 with reasonable prior notice; 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 2.9 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 Trust Office of the Trustee, and the Trustee shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. 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 amount and maturity 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 Successor Agency and the Trustee and, if such evidence is satisfactory to both and indemnity satisfactory to them shall be given, the Successor Agency, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like amount and maturity in lieu of and in substitution for the Bond so lost, destroyed or stolen. The Successor Agency may require payment of a sum not exceeding the actual cost of preparing each new Bond issued under this Section 2.10 and of the expenses which may be incurred by the Successor Agency and the Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of 124/015610-0135 5657499.4 a09/24/13 17 the Successor Agency whether or not the Bond so alleged to be lost, destroyed or stolen shall be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds issued pursuant to this Indenture. Section 2.11 Book -Entry Only S sue. It is intended that the Bonds, be registered so as to participate in a securities depository system with DTC (the "DTC System"), as set forth herein. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities of the Bonds in the name of Southwest Securities, Inc. and shall thereafter be assigned to and registered in the name of Cede & Co., as nominee of DTC. The Successor Agency and the Trustee are authorized to execute and deliver such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including a representation letter in the form required by DTC (the "Representation Letter"). In the event of any conflict between the terms of any such letter or agreement, including the Representation Letter, and the terms of this Indenture, the terms of this Indenture shall control. DTC may exercise the rights of a Bondholder only in accordance with the terms hereof applicable to the exercise of such rights. With respect to the Bonds registered in the books of the Trustee in the name of Cede & Co., as nominee of DTC, the Successor Agency and the Trustee, shall have no responsibility or obligation to any broker -dealer, bank or other financial institution for which DTC holds Bonds from time to time as securities depository (each such broker -dealer, bank or other financial institution being referred to herein as a "DTC Participant") or to any person on behalf of whom such a DTC Participant directly or indirectly holds an interest in the Bonds (each such person being herein referred to as an "Indirect Participant"). Without limiting the immediately preceding sentence, Successor Agency and the Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (b) the delivery to any DTC Participant or any Indirect Participant or any other person, other than a Bondholder, as shown in the Register, of any notice with respect to the Bonds, including any notice of redemption, (c) the payment to any DTC Participant or Indirect Participant or any other Person, other than a Bondholder, as shown in the Register, of any amount with respect to principal of, premium, if any, or interest on, the Bonds or (d) any consent given by DTC as registered owner. So long as certificates for the Bonds are not issued pursuant to Section 2.12 and the Bonds are registered to DTC, the Successor Agency, and the Trustee shall treat DTC or any successor securities depository as, and deem DTC or any successor securities depository to be, the absolute owner of the Bonds for all purposes whatsoever, including without limitation (i) the payment of principal and interest on the Bonds, (ii) giving notice of redemption and other matters with respect to the Bonds, (iii) registering transfers with respect to the Bonds and (iv) the selection of Bonds for redemption. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond certificate with respect to any Bond. Notwithstanding any other provision of this Indenture to the contrary, so long as any of the Bonds are registered 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. 124/015610-0135 5657499.4 a09/24/13 18 Section 2.12 Successor Securities Depository; Transfers Outside Book -Entry Only System. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Successor Agency and the Trustee and discharging its responsibilities with respect thereto under applicable law. The Successor Agency, without the consent of any other person, but following written notice to the Successor Agency and the Trustee, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to the foregoing provisions, unless a substitute securities depository is appointed to undertake the functions of DTC hereunder, the Successor Agency, at the expense of the Successor Agency, is obligated to deliver Bond certificates to the beneficial owners of the Bonds, as described in this Indenture, and the Bonds shall no longer be restricted to being registered in the books of the Trustee in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or name Bondowner transferring or exchanging Bonds shall designate to the Trustee in writing, in accordance with the provisions of this Indenture. The Successor Agency may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, qualified to act as such under Section 17(a) of the Securities Exchange Act of 1934, as amended, as may be acceptable to the Successor Agency, or such depository's agent or designee. ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS OF SERIES A BONDS; PARITY DEBT Section 3.1 Issuance of Series A Bonds. Upon the execution and delivery of this Indenture and receipt by the Successor Agency of evidence satisfactory to it of satisfaction of the conditions precedent to issuance of the Series A Bonds, the Successor Agency shall execute and deliver Series A Bonds in the aggregate principal amount of Million Hundred Thousand Dollars ($ ) to the Trustee and the Trustee shall authenticate and deliver the Bonds upon the Written Request of the Successor Agency. Section 3.2 Application of Proceeds of Series A Bonds. (a) On the Delivery Date the proceeds of sale of the Series A Bonds shall be paid to the Trustee and said amount together with moneys transferred from the Funds and Accounts held in connection with the Refunded Tax Exempt Bonds shall be applied as follows: (i) The Trustee shall deposit the amount of S into the Reserve Account of the Debt Service Fund: (ii) The Trustee shall transfer the amount of $ to the Escrow Bank for deposit in the Escrow Fund pursuant to the each of the Escrow Agreements relating to each of the issues of Refunded Tax Exempt Bonds; (iii) The Trustee shall deposit the amount of $ from Bond proceeds into the Costs of Issuance Fund. The Trustee may establish a temporary fund or account in its records to facilitate and record such deposits and transfers. 124/015610-0135 5657499.4 a09/24/13 19 Moneys deposited in the Escrow Bank and Escrow Funds pursuant to Section 3.2(a) hereof shall be held by the Escrow Bank, and used to pay the principal of and interest on the Refunded Tax Exempt Bonds in accordance with the provisions of the Escrow Agreements. Section 3.3 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. On the date which is three (3) months following the Delivery Date, or upon the earlier Written Request of the Successor Agency, all amounts (if any) remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Debt Service Fund and the Trustee shall close the Costs of Issuance Fund. Section 3.4 Issuance of Parity Bonds. In addition to the Bonds, subject to the requirements of this Indenture and the Senior Indentures, the Successor Agency may issue or incur Parity Bonds in such principal amount as shall be determined by the Successor Agency, pursuant to a separate or Supplemental Indenture adopted or entered into by the Successor Agency and Trustee and for such purposes as are permitted under the Dissolution Act, including without limitation Section 34177.5 thereof. The Successor Agency may issue or incur such Parity Bonds subject to the following specific conditions precedent: (a) The Successor Agency will be in compliance with all covenants set forth in this Indenture and the Senior Indentures; (b) The Oversight Board shall have approved the issuance of Parity Bonds; (c) The Parity Bonds will be on such terms and conditions as may be set forth in a separate or Supplemental Indenture, which will provide for (i) bonds substantially in accordance with this Indenture and the Senior Indentures, and (ii) the deposit of moneys into the Reserve Account in an amount sufficient, together with the balance of the Reserve Account, to equal the Reserve Requirement on all Bonds expected to be outstanding including the Parity Bonds; stating: (d) Receipt of a certificate or opinion of an Independent Financial Consultant (i) For the current and each future Bond Year the debt service for each such Bond Year with respect to all Bonds, the Senior Bonds and other Parity Bonds reasonably expected to be outstanding following the issuance of the Parity Bonds; (ii) For the then current Fiscal Year, the Pledged Tax Revenues to be received by the Successor Agency based upon the most recently certified assessed valuation of taxable property in the Project Area provided by the appropriate officer of the County; (iii) For each future Fiscal Year, the Pledged Tax Revenues referred to in item (ii) together with (a) the amount determined in accordance with Section 51(a) of the California Revenue and Taxation Code and (b) the amount of Pledged Tax Revenues to be payable with respect to construction completed but not yet on the tax rolls, and taking into 124/015610-0135 5657499.4 a09/24/13 20 account the expiration of the time to receive Pledged Tax Revenues with respect to any portion of the Project Area and any amounts to be paid pursuant to the Pass Through Agreements and the Statutory Pass -Through Amounts; and (iv) That for the then current Fiscal Year, the Pledged Tax Revenues referred to in item (ii) and for each future Fiscal Year the Pledged Tax Revenues referred to in item (iii) are at least equal to the sum of 125% of the Maximum Annual Debt Service with respect to amounts referred to in item (i) above (excluding debt service with respect to any portion of the Parity Bonds deposited in an escrowed proceeds account to the extent such debt service is paid from earnings on the investment of such funds), and, for the then current Fiscal Year, 100% of Annual Debt Service with respect to any subordinate debt and that the Successor Agency is entitled under the Dissolution Act, the Law and the Redevelopment Plan to receive taxes under Section 33670 of the Law in an amount sufficient to meet expected debt service with respect to all Bonds, the Senior Bonds and other Parity Bonds. (e) The Parity Bonds 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 Bonds until the next succeeding March 1 or September 1) provided, however, nothing herein shall preclude the Successor Agency from issuing and selling Parity Bonds which do not pay current interest. Section 3.5 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. ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS Section 4.1 Security of Bonds; Equal Security. Except as provided in Sections 4.2 and 6.6, the Bonds shall be equally secured by a pledge and lien on all of the Pledged Tax Revenues and on all of the moneys in the Redevelopment Obligation Retirement Fund and the Debt Service Fund (including the Interest Account, the Principal Account, the Reserve Account and the Redemption Account therein) on a parity with the first pledge of and lien thereon of the Parity Bonds without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. Except for the Pledged 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 4.2 Redevelopment Obligation Retirement Fund, Debt Service Fund, Deposit of Pledged Tax Revenues. There has been established a special trust fund known as the 124/015610-0135 5657499.4 a09/24/13 21 "Redevelopment Obligation Retirement Fund," which shall be held by the Successor Agency pursuant to Section 34170.5(b) of the Dissolution Act. There is hereby continued a special trust fund known as the "Debt Service Fund" and the accounts therein referred to below which shall be held by the Trustee in accordance with the Senior Indentures and this Indenture. The Successor Agency shall deposit all of the Pledged Tax Revenues received in any Bond Year from the RPTTF in accordance with the Dissolution Act in the Redevelopment Obligation Retirement Fund promptly upon receipt thereof by the Successor Agency, and promptly thereafter shall transfer amounts therein to the Trustee for deposit in the Debt Service Fund established and held under the Senior Indentures and continued under this Indenture until such time that the aggregate amounts on deposit in such Debt Service Fund equal the aggregate amounts required to be deposited into the Interest Account, the Principal Account, the Reserve Account and the Redemption Account in such Bond Year pursuant to Section 4.3 of the Senior Indentures and this Indenture and for deposit in such Bond Year in the funds and accounts established with respect to Parity Bonds, as provided in any Supplemental Indenture. Section 4.3 Transfer of Amounts by the Trustee. There are hereby created accounts within the Debt Service Fund as set forth below, to be known respectively as the Bonds Interest Account, the Bonds Principal Account, the Bonds Reserve Account and the Bonds Redemption Account. At the same time as moneys are transferred pursuant to Section 4.3 of the Senior Indentures for the payment of the Senior Bonds, moneys in the Debt Service Fund will be transferred by the Trustee in the following amounts at the following times, for deposit in the following respective accounts within the Debt Service Fund, which are hereby established with the Trustee, in the following order of priority: (a) Bonds Interest Account. On or before the 5th Business Day preceding each Interest Payment Date, the Trustee will withdraw from the Debt Service Fund and transfer to the Bonds Interest Account an amount which, when added to the amount contained in the Bonds Interest Account on that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date. No such transfer and deposit need be made to the Bonds Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the Outstanding Bonds. 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 as it becomes due and payable (including accrued interest on any Bonds redeemed prior to maturity pursuant to this Indenture). (b) Bonds Principal Account. On or before the 5th Business Day preceding each Interest Payment in each calendar year beginning September 1, 2014, the Trustee will withdraw from the Debt Service Fund and transfer to the Bonds Principal Account an amount equal to the principal or sinking account payments becoming due and payable on Outstanding Bonds and Parity Bonds on such September 1, to the extent monies on deposit in the Redevelopment Obligation Retirement Fund are available therefor. No such transfer and deposit need be made to the Principal Account if the amount contained therein is at least equal to the principal and sinking account payments to become due on such September 1 on all Outstanding Bonds. Subject to this Indenture, all moneys in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of paying the principal and sinking account payments of the Bonds as it becomes due and payable. (c) Bonds Reserve Account. In the event the moneys on deposit in the Debt Service Fund five (5) Business Days before any Interest Payment Date are less than the full amount of the interest and principal and sinking account payments required to be deposited, the Trustee will, 124/015610-0135 5657499.4 a09/24/13 22 five (5) Business Days before such Interest Payment Date, withdraw from the Bonds Reserve Account an amount equal to any such deficiency and will notify the Successor Agency of any such withdrawal. Promptly upon receipt of any such notice, the Successor Agency will withdraw from the Redevelopment Obligation Retirement Fund and transfer to the Trustee for deposit in the Reserve Account an amount when added to the amount on deposit in the Reserve Account for the Senior Bonds will be sufficient to maintain the Reserve Requirement on deposit in the Senior Bonds Reserve Account, the Bonds Reserve Account and the Reserve Account of any additional Parity Bonds. If there is not sufficient moneys in the Redevelopment Obligation Retirement Fund to transfer an amount when added to the amount on deposit in the Reserve Account for the Senior Bonds will be sufficient to maintain the Reserve Requirement on deposit in the Senior Bonds Reserve Account, the Bonds Reserve Account and the Reserve Account for any additional Parity Bonds, the Successor Agency will have an obligation to continue making transfers of Pledged Tax Revenues into the Debt Service Fund, as such revenues become available, and thereafter, as moneys become available in the Debt Service Fund, the Trustee will make transfers to the Senior Bonds Reserve Account, the Bonds Reserve Account and the Reserve Account for any additional Parity Bonds until there is an amount sufficient to maintain the Reserve Requirement on deposit in the Senior Bonds Reserve Account, the Bonds Reserve Account and the Reserve Account for any additional Parity Bonds. No such transfer and deposit need be made to the Bonds Reserve Account (or any subaccount therein) so long as there is on deposit therein a sum at least equal to the Reserve Requirement. Subject to this Indenture all money in the Bonds Reserve Account will be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account and the Principal Account (and subaccounts therein, as the case may be), in such order of priority, in the event of any deficiency at any time in any of such accounts or for the retirement of all the Bonds then Outstanding, except that so long as the Successor Agency is not in default hereunder, any amount in the Bonds Reserve Account in excess of the Reserve Requirement will be withdrawn from the Bonds Reserve Account semiannually on or before the 5th Business Day preceding March 1 and September 1 by the Trustee and deposited in the Interest Account. All amounts in the Bonds Reserve Account on the 5th Business Day preceding the final Interest Payment Date will be withdrawn from the Reserve Account and will be transferred either (i) to the Bonds Interest Account and the Bonds Principal Account, in such order, to the extent required to make the deposits then required to be made or, (ii) if the Successor Agency shall have caused to be deposited with the Trustee an amount sufficient to make the deposits required by this Indenture, then at the Written Request of the Successor Agency such amount shall be transferred as directed by the Successor Agency. The prior written consent of the Insurer shall be a condition precedent to the deposit of any credit instrument provided in lieu of a cash deposit into the Reserve Account, if any. Notwithstanding anything to the contrary set forth in the Indenture, amounts on deposit in the Reserve Account shall be applied solely to the payment of debt service due on the Bonds. At Bond Maturity, amounts on deposit in the Bonds Reserve Account shall be transferred to the Senior Bonds Reserve Account to the extent necessary to maintain the Reserve Requirement on the Senior Bonds and any Parity Bonds then outstanding. (d) Bonds Redemption Account. On or before the 5th Business Day preceding any date on which Bonds are to be redeemed, the Trustee shall transfer from the Debt Service Fund for deposit in the Bonds Redemption Account an amount required to pay the principal of, interest and premium, if any, on the Bonds (other than Bonds redeemed from sinking account payments) to be redeemed on such date. Subject to this Indenture, all moneys in the Bonds Redemption Account will be used and withdrawn by the Trustee solely for the purpose of paying the principal of, interest and premium, if any, on the Bonds to be redeemed on the date set for such redemption. 124/015610-0135 5657499.4 a09/24/13 23 (e) Equal Rights. It is the intention of the Successor Agency that the Bonds and Parity Bonds shall be secured by and payable from all moneys deposited in the Redevelopment Obligation Payment Fund on an equal basis. To the extent that moneys deposited in the Redevelopment Obligation Payment Fund are insufficient to pay debt service on the Bonds and Parity Bonds as it becomes due, the Bonds and Parity Bonds shall be payable on a pro-rata basis from all available moneys deposited in the Redevelopment Obligation Payment Fund. Section 4.4 Series A Rebate Fund. The Trustee shall establish the Rebate Fund and the Successor Agency shall comply with the requirements below. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, for payment to the United States Treasury. All amounts on deposit in the Rebate Fund shall be governed by this Section and the applicable Tax Certificate, unless the Successor Agency obtains an opinion of Bond Counsel that the exclusion from gross income of interest on the Bonds will not be adversely affected for federal income tax purposes if such requirements are not satisfied. (a) Excess Investment Earnings (i) Computation. Within 55 days of the end of each fifth Computation Year with respect to the Bonds, the Successor Agency shall calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148-3 of the Rebate Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g. the temporary investments exception of Section 148(f)(4)(B) and the construction expenditure exception of Section 148(f)(4)(C) of the Code), for this purpose treating the last day of the applicable Computation Year as a computation date, within the meaning of Section 1.148-1(b) of the Rebate Regulations (the "Rebatable Arbitrage"). The Successor Agency shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section. (ii) Transfer. Within 55 days of the end of each fifth Computation Year with respect to the Bonds, upon the Finance Officer's written direction, an amount shall be deposited to the Rebate Fund by the Trustee from any legally available funds, including the other funds and accounts established herein, so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so calculated in accordance with clause (i) of this Section 4.4(a). In the event that immediately following the transfer required by the previous sentence, the amount then on deposit to the credit of the Rebate Fund exceeds the amount required to be on deposit therein, upon written instructions from the Finance Officer, the Trustee shall withdraw the excess from the Rebate Fund and then credit the excess to the Debt Service Fund. (iii) Payment to the Treasury. The Successor Agency shall direct the Trustee in writing to pay to the United States Treasury, out of amounts in the Rebate Fund. (X) Not later than 60 days after the end of (A) the fifth Computation Year with respect to the Series A Bonds, and (B) each applicable fifth Computation Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Computation Year; and 124/015610-0135 5657499.4 a09/24/13 24 (Y) Not later than 60 days after the payment of all the Bonds, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Computation Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code. In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the Successor Agency shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source, including the other funds and accounts established herein, equal to such deficiency in the Rebate Fund prior to the time such payment is due. Each payment required to be made pursuant to this Subsection 4.4(a)(iii) shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T prepared by the Successor Agency, or shall be made in such other manner as provided under the Code. (b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after redemption and payment of the Bonds and the payments described in Section 4.4(a)(iii), shall be transferred by the Trustee to the Successor Agency at the written direction of the Successor Agency and utilized in any manner by the Successor Agency. (c) Survival of Defeasance. Notwithstanding anything in this Section 4.4 or this Indenture to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance of the Series A Bonds and any Parity Bonds. (d) Trustee Responsible. The Trustee shall have no obligations or responsibilities under this Section other than to follow the written directions of the Successor Agency. The Trustee shall have no responsibility to make any calculations of rebate or to independently review or verify such calculations. ARTICLE V OTHER COVENANTS OF THE SUCCESSOR AGENCY Section 5.1 Covenants of the Successor Agency. As long as the Bonds are outstanding and unpaid, the Successor Agency shall (through its proper members, officers, agents or employees) faithfully perform and abide by all of the covenants, undertakings and provisions contained in this Indenture or in any Bond issued hereunder, including the following covenants and agreements for the benefit of the Bondowners which are necessary, convenient and desirable to secure the Bonds and the Senior Bonds 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 Pledged Tax Revenues: Covenant 1. Use of Proceeds; Management and Operation of Properties. The Successor Agency covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as provided in this Indenture and that it will manage and operate all properties owned by it comprising any part of the Project Area in a sound and businesslike manner. Covenant 2. No Priority. The Successor Agency covenants and agrees that it will not issue any obligations payable, either as to principal or interest, from the Pledged Tax Revenues which have any lien upon the Pledged Tax Revenues prior or senior to the lien of the Bonds and the Senior 124/015610-0135 5657499.4 a09/24/13 25 Bonds. Except as permitted by Section 3.4 hereof, it will not issue any obligations, payable as to principal or interest, from the Pledged Tax Revenues, which have any lien upon the Pledged 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 Pledged 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, (ii) from issuing and selling obligations which have, or purport to have, any lien upon the Pledged Tax Revenues which is junior to the Bonds or (iii) from issuing and selling bonds or other obligations which are payable in whole or in part from sources other than the Pledged Tax Revenues. As used herein "obligations" includes, without limitation, bonds, notes, interim certificates, debentures or other obligations. Covenant 3. 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 and the Senior Bonds on the date, at the place and in the manner provided in the Bonds and the Senior Bonds. Further, it will take all actions required under the Dissolution Act to include on the Recognized Obligation Payment Schedules for each six-month period all payments to the Trustee to satisfy the requirements of Section 4.2 of this Indenture and the Senior Indentures, including any amounts required under the Indenture and the Senior Indentures to replenish the Reserve Account of the Debt Service Fund to full amount of the Reserve Requirement. Covenant 4. 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 Project Area, or upon the revenues and income therefrom, and will pay all lawful claims for labor, materials and supplies which if unpaid might become a lien or charge upon any of the properties, revenues or income or which might impair the security of the Bonds or the use of Pledged Tax 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. Covenant 5. 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 (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the Redevelopment Project and the Tax Revenues and other funds relating to the Redevelopment Project. The Successor Agency will prepare within one hundred eighty (180) days after the close of each of its Fiscal Years a complete financial statement or statements for such year, in reasonable detail covering the Tax Revenues and other funds, accompanied by an opinion of an Independent Certified Public Accountant appointed by the Successor Agency, and will furnish a copy of the statement or statements to the Trustee and any rating agency which maintains a rating on the Bonds and, upon written request, to any Bondowner. The Trustee shall have no duty to review the Successor Agency's financial statements. The Successor Agency's financial statements may be included as part of the City's Comprehensive Annual Financial Report. Covenant 6. Eminent Domain Proceeds. The Successor Agency covenants and agrees that if all or any part of the Redevelopment Project Area should be taken from it without its consent, by 124/015610-0135 5657499.4 a09/24/13 26 eminent domain proceedings or other proceedings authorized by law, for any public or other use under which the property will be tax exempt, it shall take all steps necessary to adjust accordingly the base year property tax roll of the Project Area. Covenant 7. Disposition of Property. The Successor Agency covenants and agrees that it will not dispose of more than ten percent (10%) of the land area in the Project Area (except property shown in the Redevelopment Plan in effect on the date this Indenture is adopted as planned for public use, or property to be used for public streets, public offstreet parking, sewage facilities, parks, easements or right-of-way for public utilities, or other similar uses) to public bodies or other persons or entities whose property is tax exempt, unless such disposition will not result in Pledged Tax Revenues to be less than the amount required for the issuance of Parity Bonds as provided in Section 3.4, based upon the certificate or opinion of an Independent Financial Consultant appointed by the Successor Agency. Covenant 8. 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 (a) the assertion by any officer of any government unit or any other person whatsoever against the Successor Agency that (i) the Law is unconstitutional or (ii) that the Pledged Tax Revenues pledged under this Indenture cannot be paid to the Successor Agency for the debt service on the Bonds or (b) any other action affecting the validity of the Bonds or diluting the security therefor, including, with respect to the Pledged Tax Revenues, the senior lien position of the Bonds to the Pass -Through Agreements. Covenant 9. Tax Covenants Relating to Series A Bonds. The Successor Agency covenants and agrees to contest by court action or otherwise any assertion by the United States of America or any departments or agency thereof that the interest received by the Bondowners is includable in gross income of the recipient under federal income tax laws on the date of issuance of the Series A Bonds. Notwithstanding any other provision of this Indenture, absent an opinion of Bond Counsel that the exclusion from gross income of interest with respect to the Series A Bonds 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: (1) Private Activity. The Successor Agency will take no action or refrain from taking any action or make any use of the proceeds of the Series A Bonds or of any other monies or property which would cause the Series A Bonds to be "private activity bonds" within the meaning of Section 141 of the Code; (2) Arbitrage. The Successor Agency will make no use of the proceeds of the Series A Bonds or of any other amounts or property, regardless of the source, or take any action or refrain from taking any action which will cause the Series A Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code; (3) Federal Guaranty. The Successor Agency will make no use of the proceeds of the Bonds or take or omit to take any action that would cause the Series A Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code; 124/015610-0135 5657499.4 a09/24/13 27 (4) Information Reporting. The Successor Agency will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code; (5) Hedge Bonds. The Successor Agency will make no use of the proceeds of the Bonds or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause either any Series A Bonds to be considered "hedge bonds" within the meaning of Section 149(g) of the Code unless the Successor Agency takes all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income of interest on the Series A Bonds for federal income tax purposes; and (6) Miscellaneous. The Successor Agency will take no action or refrain from taking any action inconsistent with its expectations stated in that certain Tax Certificate executed by the Successor Agency in connection with each issuance of Series A Bonds and will comply with the covenants and requirements stated therein and incorporated by reference herein. Covenant 10. Compliance with Dissolution Act. The Successor Agency covenants that in addition to complying with the requirements of Covenant 3, it will comply with all other requirements of the Dissolution Act. Without limiting the generality of the foregoing, the Successor Agency covenants and agrees to file all required statements and hold all public hearings required under the Dissolution Act to assure compliance by the Successor Agency with its covenants hereunder. Further, it will take all actions required under the Dissolution Act to include scheduled debt service on the Bonds and on the Senior Bonds, as well as any amount required under this Indenture and the Senior Indentures to replenish the Reserve Accounts of the Debt Service Funds, in Recognized Obligation Payment Schedules for each six-month period so as to enable the County Auditor -Controller to distribute from the Redevelopment Property Tax Trust Fund to the Agency's Redevelopment Obligation Retirement Fund on each January 2 and June 1 amounts required for the Successor Agency to pay principal of, and interest on, the Bonds and the Senior Bonds coming due in the respective six-month period. These actions will include, without limitation, placing on the periodic Recognized Obligation Payment Schedule for approval by the Oversight Board and State Department of Finance, to the extent necessary, the amounts to be held by the Successor Agency as a reserve until the next six-month period, as contemplated by paragraph (1)(A) of subdivision (d) of Section 34171 of the Dissolution Act, that are necessary to provide for the payment of principal and interest under this Indenture and the Senior Indentures when the next property tax allocation is projected to be insufficient to pay all obligations due under this Indenture and the Senior Indentures for the next payment due thereunder and hereunder in the following six-month period. Covenant 11. Limitation on Indebtedness. The Successor Agency covenants and agrees that it has not and will not incur any loans, obligations or indebtedness repayable from Pledged Tax Revenues such that the total aggregate debt service on said loans, obligations or indebtedness incurred from and after the date of adoption of the Redevelopment Plan, when added to the total aggregate debt service on the Bonds, will exceed the maximum amount of Pledged Tax Revenues to be divided and allocated to the Successor Agency pursuant to the Redevelopment Plan. The Successor Agency shall file annually with the Trustee on or prior to August 1 of each year a Written Certificate of the Successor Agency certifying that Pledged Tax Revenues received by the Successor Agency through the date of the certificate combined with the amount remaining to be paid on all outstanding obligations of the Successor Agency will not exceed the Plan Limit. To the extent it 124/015610-0135 5657499.4 a09/24/13 28 does, all Pledged Tax Revenues will be deposited in an escrow account and applied to the payment of such outstanding obligations. Covenant 12. 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. Covenant 13. 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 Agreement. Notwithstanding any other provision of this Indenture, failure of the Successor Agency to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, any participating underwriter, holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. ARTICLE VI THE TRUSTEE Section 6.1 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 shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The Successor Agency may remove the Trustee at any time, unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Successor Agency has knowledge that the Trustee has ceased to be eligible in accordance with subsection (e) of this Section, or has become incapable of acting, or has been adjudged as bankrupt or insolvent, or a receiver of the Trustee or its property has been appointed, or any public officer shall have taken 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 appoint a successor Trustee by an instrument in writing. (c) The Trustee may at any time resign by giving prior 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. 124/015610-0135 5657499.4 a09/24/13 29 (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within 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 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 and delivering to the Successor Agency and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Successor Agency or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Successor Agency shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Successor Agency shall mail, with a copy to the Successor Trustee, 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 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. Notwithstanding any other provisions of this Indenture, no removal, resignation or termination of the Trustee shall take effect until a successor shall be appointed. (e) Every successor Trustee appointed under the provisions of this Indenture shall be a trust company or bank in good standing authorized to exercise trust powers or having the powers of a trust company and duly authorized to exercise trust powers within the State having a combined capital and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 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. (f) The Trustee shall have no responsibility or liability with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. (g) Before taking any action under Article VIII or this Section 6.1 at the request or direction of the Owners, the Trustee may require that an indemnity bond satisfactory to the Trustee be furnished by the Owners for the reimbursement of all expenses to which it may be put and to 124/015610-0135 5657499.4 a09/24/13 30 protect it against all liability, except liability which is adjudicated to have resulted from its negligence or its willful misconduct in connection with any action so taken. Section 6.2 Merger or Consolidation. Any bank or trust company into which the Trustee may be merged or converted or with which either of them may be consolidated or any bank or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank or trust company shall be eligible under subsection (e) of Section 6.1, 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 6.3 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 Bonds 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 willful misconduct. The Trustee may become the Owner of any Bonds with the same rights it would have if they were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of the Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding. (b) The Trustee shall not be liable for any error of judgment made in good faith by a responsible 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 in good faith 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 willful 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 it shall have actual knowledge thereof, or shall have received written notice thereof at its Trust Office. 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 124/015610-0135 5657499.4 a09/24/13 31 the generality of the foregoing, the Trustee shall not be responsible for reviewing the contents of any financial statements furnished to the Trustee pursuant to Section 5.1 and may rely conclusively on the certificates accompanying such financial statements to establish the Successor Agency's compliance with its financial covenants hereunder, including, without limitation, its covenants regarding the deposit of Pledged Tax Revenues into the Redevelopment Obligation Retirement Fund and the investment and application of moneys on deposit in the Redevelopment Obligation Retirement Fund (other than its covenants to transfer such moneys to the Trustee when due hereunder). (f) No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunder. (g) The Trustee may execute any of the trust or powers hereof and perform any of its duties through attorneys, agents and receivers and shall not be answerable for the conduct of the same if appointed by it with reasonable care. (h) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty. (i) The immunities extended to the Trustee also extend to its directors, officers, employees and agents. Section 6.4 Right to Rely on Documents. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, in the absence of negligence or willful misconduct by the Trustee. The Trustee may consult with counsel, including, without limitation, counsel of or to the Successor Agency, with regard to legal questions, and, in the absence of negligence or willful misconduct by the Trustee, the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in accordance therewith. The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto is established to the satisfaction of the Trustee. 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 in good faith 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 of report of any Independent Accountant or Independent Redevelopment Consultant appointed by the Successor Agency. Section 6.5 Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject at all reasonable times during regular business hours upon reasonable notice to the inspection of the 124/015610-0135 5657499.4 a09/24/13 32 Successor Agency and any Owner, and their agents and representatives duly authorized in writing, at reasonable hours and under reasonable conditions. Section 6.6 Compensation and Indemnification. The Successor Agency shall pay to the Trustee from time to time reasonable compensation for all services rendered under this Indenture and also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys, agents and employees, incurred in and about the performance of its powers and duties under this Indenture. Upon the occurrence of an Event of Default, the Trustee shall have a first lien on the Pledged Tax Revenues and all funds and accounts held by the Trustee hereunder to secure the payment to the Trustee of all fees, costs and expenses, including reasonable compensation to its experts, attorneys and counsel incurred in declaring such Event of Default and in exercising the rights and remedies set forth in Article VIII hereof The Successor Agency further covenants and agrees to indemnify and save the Trustee and its officers, directors, agents and employees, harmless against any loss, expense, and liabilities which it may incur arising out of or in the exercise and performance of its powers and duties hereunder, including the costs and expenses and those of its attorneys and advisors of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or willful misconduct of the Trustee, its officers, directors, agents or employees. The obligations of the Successor Agency under this section shall survive resignation or removal of the Trustee under this Indenture and payment of the Bonds and discharge of this Indenture. Section 6.7 Investment of Moneys in Funds and Accounts. Subject to the provisions of Article V hereof, all moneys held by the Trustee in the Debt Service Fund, Costs of Issuance Fund, the Redemption Account or the Series A Rebate Fund, shall, at the written direction of the Successor Agency, be invested only in Permitted Investments. If the Trustee receives no written directions from the Successor Agency as to the investment of moneys held in any Fund or Account, the Trustee shall request such written direction from the Successor Agency and, pending receipt of instructions, shall invest such moneys solely in Permitted Investments described in subsection (d) of the definition thereof. (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 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. 124/015610-0135 5657499.4 a09/24/13 33 (d) Moneys in the Rebate Fund shall be invested in Defeasance Securities which mature on or before the date such amounts are required to be paid to the United States. 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, Principal Account, Redemption Account or 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. All interest earnings on monies invested in the Rebate Fund shall be retained in such Fund and applied as set forth in Section 4.4. The Trustee may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Section 6.7. 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 6.7 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 periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder. The value of Permitted Investments shall be determined as follows: (i) as to investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination; (ii) as to investments the bid and asked prices of which are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at such time of determination for such investments by any two nationally recognized government securities dealers (selected by the Trustee 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 6.8 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 industry standards, in which complete and accurate entries shall be made of all transactions made by it relating to the proceeds of the Bonds and all funds and accounts held by it established pursuant to this Indenture. Such books of record and account shall be available for inspection by the Successor 124/015610-0135 5657499.4 a09/24/13 34 Agency at reasonable hours and under reasonable circumstances with reasonable prior notice. The Trustee shall furnish to the Successor Agency, at least quarterly, an accounting of all transactions in the form of its regular account statements relating to the proceeds of the Bonds and all funds and accounts held by the Trustee pursuant to this Indenture. Section 6.9 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 or Successor Agency appoint an additional individual or institution as a separate co -trustee. The following provisions of this Section 6.9 are adopted to these ends. In the event that the Trustee or Successor Agency appoint 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 to exercise such powers, rights and remedies, and every covenant an obligation necessary to the exercise thereof by such separate or co -trustee shall run to and be enforceable by either of them. Should any instrument in writing from the Successor Agency be required by the separate trustee or co -trustee so appointed by the Trustee or Successor Agency 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. In addition to the appointment of a co -trustee hereunder, the Trustee may, at the expense and with the prior written consent of the Successor Agency, appoint any agent of the Trustee in St. Paul, Minnesota, for the purpose of administering the transfers or exchanges of Bonds or for the performance of any other responsibilities of the Trustee hereunder. ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 7.1 Amendment Without Consent of Owners. This Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption, without consent of any Owners, to the extent permitted by law and any for any one or more of the following purposes: 124/015610-0135 5657499.4 a09/24/13 35 (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 power 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 materially adversely affect the interests of the Owners; or (c) to provide the issuance of Parity Bonds pursuant to Section 3.4, and to provide the terms and conditions under which such Parity Bonds may be issued, including but not limited to the establishment of Redevelopment Obligation Retirement Funds and accounts relating thereto and any other provisions relating solely thereto, subject to and in accordance with the provisions of Section 3.4; 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 exclusion from gross income for purposes of federal income taxation of interest on any of the Bonds, in the opinion of nationally -recognized bond counsel. Section 7.2 Amendment With Consent of Owners. Except as set forth in Section 7.1, 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, (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. Any amendment, supplement, modification to, or waiver of, the Indenture or any other transaction document, including any underlying security agreement (each a "Related Document"), that requires the consent of Bondowners or adversely affects the rights and interests of the Insurer shall be subject to the prior written consent of the Insurer. Section 7.3 Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 7.4 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 124/015610-0135 5657499.4 a09/24/13 36 purpose at the Trust Office of the Trustee, and thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such notation, the Successor Agency may determine that new Bonds shall be prepared 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 Trust Office of the Trustee, without cost to such Owners. Section 7.5 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. Section 7.6 Opinion of Counsel. The Trustee shall be provided an opinion of counsel that any such Amendment or Supplemental Indenture entered into by the Successor Agency and the Trustee complies with the provisions of this Article VII and the Trustee may conclusively rely upon such opinion. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 8.1 Events of Default and Acceleration of Maturities. The following events shall constitute Events of Default hereunder: (a) if default shall be made in the due and punctual payment of the principal of or interest or redemption premium (if any) on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) if default shall be made by the Successor Agency in the observance of any of the covenants, agreements (including default by the obligor on any underlying agreement) 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 30 days following receipt by the Successor Agency of written notice from the Trustee or any Owner of the occurrence of such default; or (c) if the Successor Agency shall commence a voluntary action under Title 11 of the United States Code or any substitute or successor statute. If an Event of Default has occurred and is continuing, the Trustee may, or if requested in writing by the Owners of the majority in aggregate principal amount of the Bonds then Outstanding, the Trustee shall, by written notice to the Successor Agency, (a) declare the principal of the Bonds, together with the accrued interest thereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, and (b) upon receipt of indemnity to its satisfaction exercise any other remedies available to the Trustee and the Owners in law or at equity. Immediately upon becoming aware of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to the Successor Agency by telephone confirmed in writing. Such notice shall also state whether the principal of the Bonds shall have been declared to be or have immediately become due and payable. With respect to any Event of Default described in clauses (a) or (c) above the Trustee shall, and with respect to any Event of Default described in 124/015610-0135 5657499.4 a09/24/13 37 clause (b) above the Trustee in its sole discretion may, also give such notice to the Successor Agency, and the Owners in the same manner as provided herein for notices of redemption of the Bonds, which shall include the statement that interest on the Bonds shall cease to accrue from and after the date, if any, on which the Trustee shall have declared the Bonds to become due and payable pursuant to the preceding paragraph (but only to the extent that principal and any accrued, but unpaid interest on the Bonds is actually paid on such date.) This provision, however, is subject to the condition that if, at any time after the principal of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Successor Agency shall deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal and interest (to the extent permitted by law) at the net effective rate then borne by the Outstanding Bonds, and the reasonable fees and expenses of the Trustee, including but not limited to attorneys fees, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Successor Agency and to the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. Upon the occurrence of an event of default, the Trustee may, with the consent of a majority of the Holders, by written notice to the Successor Agency, declare the principal of the Bonds and Parity Bonds to be immediately due and payable, whereupon that portion of the principal of the Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in this Indenture or in the Bonds to the contrary notwithstanding. Notwithstanding the foregoing, the maturity of Bonds insured by the Insurer shall not be accelerated without the consent of the Insurer and in the event the maturity of the Bonds is accelerated, the Insurer may elect, in its sole discretion, to pay accelerated principal and interest accrued, on such principal to the date of acceleration (to the extent unpaid by the Successor Agency) and the Trustee shall be required to accept such amounts. Upon payment of such accelerated principal and interest accrued to the acceleration date as provided above, the Insurer's obligations under the Insurance Policy with respect to such Bonds shall be fully discharged. Section 8.2 Application of Funds Upon Acceleration. All of the Pledged Tax Revenues and all sums in the funds and accounts established and held by the Trustee hereunder upon the date of the declaration of acceleration as provided in Section 8.1, and all sums thereafter received by the Trustee hereunder, shall be applied by the Trustee in the order following, upon presentation of the several Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid: 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 and counsel including all sums owed the Trustee pursuant to Section 6.6 herein; and 124/015610-0135 5657499.4 a09/24/13 38 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 and Parity 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 and Parity 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 or any Bond or Parity Bonds over any other Bond or Parity Bonds. Section 8.3 Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of the Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. The Insurer shall be deemed to be the sole holder of the Insured Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the holders of the Bonds insured by it are entitled to take pursuant to the Indenture pertaining to (i) defaults and remedies and (ii) the duties and obligations of the Trustee. The rights granted to the Insurer under the Indenture or any other Related Document to request, consent to or direct any action are rights granted to the Insurer in consideration of its issuance of the Insurance Policy. Any exercise by the Insurer of such rights is merely an exercise of the Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the Bondholders and such action does not evidence any position of the Insurer, affirmative or negative, as to whether the consent of the Bondowners or any other person is required in addition to the consent of the Insurer. Section 8.4 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, including a writ of mandamus 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 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 provisions of this Indenture shall 124/015610-0135 5657499.4 a09/24/13 39 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 or any other provision of this Indenture. Section 8.5 Non -waiver. Nothing in this Article VIII or in any other provision of this Indenture or in the Bonds, shall affect or impair the obligation of the Successor Agency, which is absolute and unconditional, to pay from the Pledged Tax Revenues and other amounts pledged hereunder, the principal of and interest and redemption premium (if any) on the Bonds to the respective Owners on the respective Interest Payment Dates, as herein provided, or affect or impair the right of action, which is also absolute and unconditional, of the Owners to institute suit to enforce such payment by virtue of the contract embodied in the Bonds. A waiver of any default by any Owner 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 by the Dissolution Act 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. If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to the Owners, the Successor Agency and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 8.6 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 Bonds, as applicable, 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 the Trustee shall have no duty or obligation to enforce any such right or remedy if it has not been indemnified to its satisfaction from loss, liability or any expense including, but not limited to reasonable fees and expenses of its attorneys. Section 8.7 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 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. 124/015610-0135 5657499.4 a09/24/13 40 ARTICLE IX MISCELLANEOUS Section 9.1 Benefits Limited to Parties. Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the Successor Agency, the Trustee, and the registered Owners of the Bonds, any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Indenture contained by and on behalf of the Successor Agency shall be for the sole and exclusive benefit of the Successor Agency, the Trustee, and the registered Owners of the Bonds. Notwithstanding the foregoing, the Insurer shall be included as a third party beneficiary to the Indenture. Section 9.2 Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the Successor Agency or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Successor Agency or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.3 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: (i) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on all Outstanding Bonds, including all principal, interest and redemption premiums, (if any), or; (ii) by irrevocably depositing with the Trustee, in trust, 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 Outstanding Bonds, including all principal, interest and redemption premiums (if any), or, (iii) by irrevocably depositing with the Trustee, in trust, Defeasance Securities in such amount as an Independent Certified Public 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 (including all principal, interest and redemption premiums, if any) 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 2.3(h) 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 Pledged Tax Revenues and other funds provided for in this Indenture and all other obligations of the Trustee and the Successor Agency under this Indenture with respect to all Outstanding Bonds shall cease and terminate, except only (a) the obligation of the Trustee to transfer and exchange Bonds hereunder and (b) the obligation of the Successor Agency to pay or cause to be paid to the Owners, from the amounts so deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses and costs of the Trustee. Notice of such election shall be filed with the Trustee. Any funds thereafter held by the Trustee, which are not required for said 124/015610-0135 5657499.4 a09/24/13 41 purpose, shall be paid over to the Successor Agency. To accomplish defeasance, the Successor Agency shall cause to be delivered (i) a report of an independent firm of nationally recognized certified public accountants or such other accountant as shall be acceptable to the Insurer ("Accountant") verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date ("Verification"), (ii) an Escrow Deposit Agreement (which shall be acceptable in form and substance to the Insurer), (iii) an opinion of nationally recognized bond counsel to the effect that the Bonds are no longer "Outstanding" under the Indenture and (iv) a certificate of discharge of the Trustee with respect to the Bonds; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the Successor Agency, Trustee and Insurer. The Insurer shall be provided with final drafts of the above -referenced documentation not less than five business days prior to the funding of the escrow. Bonds shall be deemed "Outstanding" under the Indenture unless and until they are in fact paid and retired or the above criteria are met. Section 9.4 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 provided 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 in good faith and in accordance therewith. Section 9.5 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, provided, however, that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver, only Bonds which the Trustee knows to be so owned or held shall be disregarded. Section 9.6 Waiver of Personal Liability. No member, office, agent or employee of the Successor Agency shall be individually or personal 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. 124/015610-0135 5657499.4 a09/24/13 42 Section 9.7 Destruction of Canceled Bonds. Whenever in this Indenture provision is made for the surrender to the Trustee of any Bonds which have been paid or canceled pursuant to the provisions of this Indenture, the Trustee shall destroy such Bonds and upon written request of the Successor Agency, provide the Successor Agency a certificate of destruction. The Successor Agency shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to. Section 9.8 Notices. Any notice, request, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by first class mail, postage prepaid, or sent by telegram or facsimile, addressed as follows: If to the Successor Agency: Successor Agency to the La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attention: City Manager If to the Trustee: U.S. Bank National Association 633 W. Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Global Corporate Trust Services Ref. Successor Agency to the La Quinta Redevelopment Agency If to the Insurer: The notice address of the Insurer is: Section 9.9 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 6.1 hereof, be assumed by and vest in the Finance Officer of the Successor Agency in trust for the benefit of the Owners that the Finance Officer 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 Bondowners, pending appointment of a successor Trustee in accordance with the provisions of Section 6.1 hereof. Section 9.10 Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest or premium (if any) on or principal of the Bonds which remains unclaimed for two (2) years after the date when the payments of such interest, premium (if any) 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 124/015610-0135 5657499.4 a09/24/13 43 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 such Bonds. Section 9.11 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 9.12 Governing Law. This Indenture shall be construed and governed in accordance with the internal Laws of the State. Section 9.13 Payments Due on Other Than a Business Day. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Indenture, is not a Business Day, such payment, with no interest accruing for the period from and after such nominal date, may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided therefore in this Indenture. ARTICLE X MATTERS RELATED TO THE BOND INSURER Section 10.1 Bonds Outstanding. Amounts paid by the Insurer under the Insurance Policy shall not be deemed paid for purposes of the Indenture and the Bonds relating to such payments shall remain Outstanding and continue to be due and owing until paid by the Successor Agency in accordance with the Indenture. The Indenture shall not be discharged unless all amounts due or to become due to the Insurer have been paid in full or duly provided for. Section 10.2 Required Action. Each of the Successor Agency and Trustee covenant and agree to take such action (including, as applicable, filing of UCC financing statements and continuations thereof) as is necessary from time to time to preserve the priority of the pledge of the Trust Estate under applicable law. Section 10.3 Claims Upon the Insurance Policy and Payments by and to the Insurer. (a) If, on the third Business Day prior to the related scheduled interest payment date or principal payment date ("Payment Date") there is not on deposit with the Trustee, after making all transfers and deposits required under the Indenture, moneys sufficient to pay the principal of and interest on the Bonds due on such Payment Date, the Trustee shall give notice to the Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent") by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Bonds due on such Payment Date, the Trustee shall make a claim under the Insurance Policy and give notice to the Insurer and the Insurer's Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the Bonds and the amount required to pay principal of the Bonds, confirmed in writing to the Insurer and the Insurer's Fiscal Agent by 12:00 124/015610-0135 5657499.4 a09/24/13 44 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and Certificate delivered with the Insurance Policy. (b) The Trustee shall designate any portion of payment of principal on Bonds paid by the Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Bonds registered to the then current Bondholder, whether DTC or its nominee or otherwise, and shall issue a replacement Bond to the Insurer, registered in the name of Assured Guaranty Municipal Corp., in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Trustee's failure to so designate any payment or issue any replacement Bond shall have no effect on the amount of principal or interest payable by the Successor Agency on any Bond or the subrogation rights of the Insurer. (c) The Trustee shall keep a complete and accurate record of all funds deposited by the Insurer into the Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal of any Bond. The Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Trustee. (d) Upon payment of a claim under the Insurance Policy, the Trustee shall establish a separate special purpose trust account for the benefit of Bondholders referred to herein as the "Policy Payments Account" and over which the Trustee shall have exclusive control and sole right of withdrawal. The Trustee shall receive any amount paid under the Insurance Policy in trust on behalf of Bondholders and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Trustee to Bondholders in the same manner as principal and interest payments are to be made with respect to the Bonds under the sections hereof regarding payment of Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Notwithstanding anything herein to the contrary, the Successor Agency agrees to pay to the Insurer (i) a sum equal to the total of all amounts paid by the Insurer under the Insurance Policy (the "Insurer Advances"); and (ii) interest on such Insurer Advances from the date paid by the Insurer until payment thereof in full, payable to the Insurer at the Late Payment Rate per annum (collectively, the "Insurer Reimbursement Amounts"). "Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in The City of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3%, and (ii) the then applicable highest rate of interest on the 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. The Successor Agency hereby covenants and agrees that the Insurer Reimbursement Amounts are secured by a lien on and pledge of the [Trust Estate] and payable from such [Trust Estate] on a parity with debt service due on the Bonds. (e) Funds held in the Policy Payments Account shall not be invested by the Trustee and may not be applied to satisfy any costs, expenses or liabilities of the Trustee. Any funds remaining in the Policy Payments Account following a Bond payment date shall promptly be remitted to the Insurer. 124/015610-0135 5657499.4 a09/24/13 45 Section 10.4 Subrogation. The Insurer shall, to the extent it makes any payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Insurance Policy. Each obligation of the Successor Agency to the Insurer under the Related Documents shall survive discharge or termination of such Related Documents. Section 10.5 Reimbursement of Insurer. The Successor Agency shall pay or reimburse the Insurer any and all charges, fees, costs and expenses that the Insurer may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in any Related Document; (ii) the pursuit of any remedies under the Indenture or any other Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, the Indenture or any other Related Document whether or not executed or completed, or (iv) any litigation or other dispute in connection with the Indenture or any other Related Document or the transactions contemplated thereby, other than costs resulting from the failure of the Insurer to honor its obligations under the Insurance Policy. The Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of the Indenture or any other Related Document. Section 10.6 Application of Prepayment. After payment of reasonable expenses of the Trustee, the application of funds realized upon default shall be applied to the payment of expenses of the Successor Agency or rebate only after the payment of past due and current debt service on the Bonds and amounts required to restore the Reserve Account to the Reserve Requirement. The Insurer shall be entitled to pay principal or interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Successor Agency (as such terms are defined in the Insurance Policy) and any amounts due on the Bonds as a result of acceleration of the maturity thereof in accordance with the Indenture, whether or not the Insurer has received a Notice of Nonpayment (as such terms are defined in the Insurance Policy) or a claim upon the Insurance Policy. Section 10.7 Information Provided to Insurer. The Insurer shall be provided with the following information by the Successor Agency or Trustee, as the case may be: (a) Annual audited financial statements within 150 days after the end of the Successor Agency's fiscal year (together with a certification of the Successor Agency that it is not aware of any default or Event of Default under the Indenture), and the Successor Agency's annual budget within 30 days after the approval thereof together with such other information, data or reports as the Insurer shall reasonably request from time to time; (b) Notice of any draw upon the Reserve Account within two Business Days after knowledge thereof other than (i) withdrawals of amounts in excess of the Reserve Requirement and (ii) withdrawals in connection with a refunding of Bonds; (c) Notice of any default known to the Trustee or Successor Agency within five Business Days after knowledge thereof, (d) Prior notice of the advance refunding or redemption of any of the Bonds, including the principal amount, maturities and CUSIP numbers thereof, 124/015610-0135 5657499.4 a09/24/13 46 (e) Notice of the resignation or removal of the Trustee and Bond Registrar and the appointment of, and acceptance of duties by, any successor thereto; (f) Notice of the commencement of any proceeding by or against the Successor Agency commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding"); (g) Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Bonds; (h) A full original transcript of all proceedings relating to the execution of any amendment, supplement, or waiver to the Related Documents; and (i) All reports, notices and correspondence to be delivered to Bondholders under the terms of the Related Documents. In addition, to the extent that the Successor Agency has entered into a continuing disclosure agreement, covenant or undertaking with respect to the Bonds, all information furnished pursuant to such agreements shall also be provided to the Insurer, simultaneously with the furnishing of such information. request. The Insurer shall have the right to receive such additional information as it may reasonably Section 10.8 Miscellaneous. (a) The Successor Agency will permit the Insurer to discuss the affairs, finances and accounts of the Successor Agency or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the Successor Agency and will permit the Insurer to have access to the facilities, books and records of the Successor Agency on any business day upon reasonable prior notice. (b) The Trustee shall notify the Insurer of any failure of the Successor Agency to provide notices, certificates and other information under the transaction documents. (c) Notwithstanding satisfaction of the other conditions to the issuance of Additional Bonds set forth in the Indenture, no such issuance may occur (1) if an Event of Default (or any event which, once all notice or grace periods have passed, would constitute an Event of Default) exists unless such default shall be cured upon such issuance and (2) unless the Reserve Account is fully funded at the Reserve Requirement (including the proposed issue) upon the issuance of such Additional Bonds, in either case unless otherwise permitted by the Insurer. (d) In determining whether any amendment, consent, waiver or other action to be taken, or any failure to take action, under the Indenture would adversely affect the security for the Bonds or the rights of the Bondholders, the Trustee shall consider the effect of any such amendment, consent, waiver, action or inaction as if there were no Insurance Policy. 124/015610-0135 5657499.4 a09/24/13 47 (e) No contract shall be entered into or any action taken by which the rights of the Insurer or security for or sources of payment of the Bonds may be impaired or prejudiced in any material respect except upon obtaining the prior written consent of the Insurer. (f) If the Bonds are issued for refunding purposes, there shall be delivered an opinion of Bond Counsel addressed to the Insurer (or a reliance letter relating thereto), or a certificate of discharge of the trustee for the Refunded Bonds, to the effect that, upon the making of the required deposit to the escrow, the legal defeasance of the Refunded Bonds shall have occurred. If the Refunded Bonds are insured by , at least three business days prior to the proposed date for delivery of the Policy with respect to the Refunding Bonds, the Insurer shall also receive (i) the verification letter, of which the Insurer shall be an addressee, by an independent firm of certified public accountants which is either nationally recognized or otherwise acceptable to the Insurer, of the adequacy of the escrow established to provide for the payment of the Refunded Bonds in accordance with the terms and provisions of the Escrow Deposit Agreement, and (ii) the form of an opinion of Bond Counsel addressed to the Insurer (or a reliance letter relating thereto) to the effect that the Escrow Deposit Agreement is a valid and binding obligation of the parties thereto, enforceable in accordance with its terms (such Escrow Deposit Agreement shall provide that no amendments are permitted without the prior written consent of the Insurer). An executed copy of each of such opinion and reliance letter, if applicable, or Trustee's discharge certificate, as the case may be, shall be forwarded to the Insurer prior to delivery of the Bonds. (g) Any interest rate exchange agreement ("Swap Agreement") entered into by the Successor Agency shall meet the following conditions: (i) the Swap Agreement must be entered into to manage interest costs related to, or a hedge against (a) assets then held, or (b) debt then outstanding, or (iii) debt reasonably expected to be issued within the next twelve (12) months, and (ii) the Swap Agreement shall not contain any leverage element or multiplier component greater than 1.Ox unless there is a matching hedge arrangement which effectively off -sets the exposure from any such element or component. Unless otherwise consented to in writing by the Insurer, any uninsured net settlement, breakage or other termination amount then in effect shall be subordinate to debt service on the Bonds and on any debt on parity with the Bonds. The Successor Agency shall not terminate a Swap Agreement unless it demonstrates to the satisfaction of the Insurer prior to the payment of any such termination amount that such payment will not cause the Successor Agency to be in default under the Related Documents, including but not limited to, any monetary obligations thereunder. All counterparties or guarantors to any Swap Agreement must have a rating of at least "A-" and "AY by Standard & Poor's (`S&P") and Moody's Investors Service ("Moody's"). If the counterparty or guarantor's rating falls below "A-" or "AY by either S&P or Moody's, the counterparty or guarantor shall execute a credit support annex to the Swap Agreement, which credit support annex shall be acceptable to the Insurer. If the counterparty or the guarantor's long term unsecured rating falls below "Baal" or "BBB+" by either Moody's or S&P, a replacement counterparty or guarantor, acceptable to the Insurer, shall be required. 124/015610-0135 5657499.4 a09/24/13 48 IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY, has caused this Indenture to be signed in its name by its Chair and attested by its Secretary, 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 hereunto duly authorized, all as of the day and year first above written. ATTEST: Secretary SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY By: Its: Chair U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Its: 124/015610-0135 5657499.4 a09/24/13 S-1 Authorized Officer No. R- EXHIBIT A (FORM OF BOND) UNITED STATES OF AMERICA STATE OF CALIFORNIA (COUNTY OF RIVERSIDE) SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY LA QUINTA REDEVELOPMENT PROJECT AREAS NO. 1 AND 2 SUBORDINATE TAX ALLOCATION REFUNDING BONDS 2013 SERIES A Interest Rate Maturity Date Dated Date CUSIP % September _, 20_ December _, 2013 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, 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, 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 next preceding the date of authentication of this Bond, unless (i) this Bond is authenticated on an interest payment date, in which event it shall bear interest from such date of authentication, or (ii) this Bond is authenticated prior to an interest payment date and after the close of business on the fifteenth calendar day of the month preceding such interest payment date (a "Record Date"), in which event it shall bear interest from such interest payment date, or (iii) this Bond is authenticated on or before February 15, 2014, in which event it shall bear interest from the Dated Date stated 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 rate per annum stated above, payable semiannually on March 1 and September 1 in each year (each an "interest payment date"), commencing March 1, 2014, calculated on the basis of a 360-day year composed of twelve 30-day months. Principal hereof and premium, if any, upon early redemption hereof are payable upon presentation and surrender of this Bond at the corporate trust office of U.S. Bank National Association, as trustee (the "Trustee"). Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check of the Trustee mailed on the interest payment date by first class mail to the Registered Owner hereof at the Registered Owner's address as it appears on the registration books maintained by the Trustee at the close of business on the Record Date next preceding such interest payment date; provided, however, that upon the written request of any Registered Owner of at least $1,000,000 in 124/015610-0135 5657499.4 a09/24/13 A-1 principal amount of Bonds received by the Trustee at least fifteen (15) days prior to such Record Date, payment shall be made by wire transfer in immediately available funds to an account in the United States designated by such Owner. This Bond is one of a duly authorized issue of Bonds of the Successor Agency designated as "Successor Agency to the La Quinta Redevelopment Agency La Quinta Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Series A" (the "Bonds"), in an aggregate principal amount of Million Hundred Thousand Dollars ($ ), all of like tenor and date (except for such variation, if any, as may be required to designate varying series, numbers, maturities, interest rates or redemption and other provisions) and all issued pursuant to the provisions of the Refunding Bond Act, being Article II (commencing with Section 53580) of Chapter 3 of Part I of Division 2 of Title 5 of the Government Code of the State of California (the "Act"), and pursuant to a resolution of the Successor Agency adopted October 1, 2013, and a resolution adopted by the Oversight Board on October 2, 2013, and an Indenture of Trust, dated as of October 1, 2013, entered into by and between the Successor Agency and the Trustee (the "Indenture"), authorizing the issuance of the Bonds. Additional bonds, notes or other obligations may be issued on a parity with the Bonds, but only subject to the terms of the Indenture. Reference is hereby made to the Indenture (copies of which are on file at the office of the Successor Agency) and all indentures supplemental thereto and to the Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Pledged Tax Revenues, as that term is defined in the Indenture, and the rights thereunder of the registered owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Successor Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. The Bonds have been issued by the Successor Agency to refund the Prior Agency's previously issued $15,760,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Refunding Bonds, Series 1998, $6,750,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Tax Allocation Refunding Bonds, Series 1998, $48,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2001, $40,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. I Tax Allocation Bonds, Series 2002 and $26,400,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Bonds, Taxable Series 2003 (the "Refunded Bonds"). The Bonds are special obligations of the Successor Agency and are payable from, and are secured by a pledge of and lien on the Pledged Tax Revenues derived by the Successor Agency from the Project Area (as that term is defined in the Indenture), on a subordinate basis to the $6,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Subordinate Taxable Tax Allocation Bonds, Series 2011, the loan obligation securing the $90,000,000 La Quinta Financing Authority Local Agency Revenue Bonds, 2004 Series A and the loan obligation securing $28,850,000 La Quinta Financing Authority, Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A (the "Senior Bonds"). There has been created and will be maintained by the Successor Agency the Redevelopment Obligation Retirement Fund (as defined in the Indenture) into which Pledged Tax Revenues shall be deposited and transferred to the Trustee for deposit into the Debt Service Fund (as defined in the Indenture) from which the Trustee shall pay the principal of and the interest and redemption premium, if any, on the Bonds when due. As and to the extent set forth in the Indenture, all such 124/015610-0135 5657499.4 a09/24/13 A-2 Pledged Tax Revenues are exclusively and irrevocably pledged to and constitute a trust fund for, in accordance with the terms hereof and the provisions of the Indenture and the Law, the security and payment or redemption of, including any premium upon early redemption, and for the security and payment of interest on, the Bonds, any additional bonds, notes or other obligations, authorized by the Indenture to be issued on a parity therewith. In addition, the Bonds (and, if the indenture authorizing any loans, advances or indebtedness issued on a parity with the Bonds shall so provide, any such loan, advance or indebtedness) shall be additionally secured at all times by a first and exclusive pledge of and lien upon all of the moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Reserve Account and the Redemption Account (as such terms are defined in the Indenture). Except for the Pledged 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. The Bonds may be called before maturity and redeemed at the option of the Agency, in whole or in part from the proceeds of refunding bonds or other available funds, on September 1, 2023 or on any date thereafter prior to maturity. Bonds called for redemption will be redeemed at the following redemption price (expressed as a percentage of the principal amount of Bonds to be redeemed) plus accrued interest to the redemption date: Redemption Date Redemption Price September 1, 2023 and thereafter 100% The Bonds are not subject to mandatory redemption. If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture. The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 each 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 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 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 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 extend the maturity of or reduce the 124/015610-0135 5657499.4 a09/24/13 A-3 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, reduce the percentage of Bonds required for the written consent to any such amendment or modification or, 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 La Quinta, the State of California, or any of its political subdivisions (except the Successor Agency), and none of said City, said State, nor any of its political subdivisions (except the Successor Agency) 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 as set forth in the Indenture. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the Law and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescribed by the Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have been manually signed by the Trustee. 124/015610-0135 5657499.4 a09/24/13 A-4 IN WITNESS WHEREOF, the Successor Agency to the La Quinta Redevelopment Agency has caused this Bond to be executed in its name and on its behalf with the facsimile signatures of its Executive Director and its Secretary [and its seal to be reproduced hereon], all as of the Delivery Date. SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY : LE 124/015610-0135 5657499.4 a09/24/13 A'5 Executive Director Secretary [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Bonds described in the within -mentioned Indenture. Authentication Date: , 2013 U.S. BANK NATIONAL ASSOCIATION, as Trustee Authorized Officer LEGAL OPINION The following is a true copy of the opinion rendered by Rutan & Tucker, LLP, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office. Secretary of the Successor Agency to the La Quinta Redevelopment Agency STATEMENT OF INSURANCE 124/015610-0135 5657499.4 a09/24/13 A-6 (FORM OF ASSIGNMENT) For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within -registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the bond register of the Trustee with full power of substitution in the premises. Dated: Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: Note: Signature(s) must be guaranteed by an "eligible guarantor institution." 124/015610-0135 5657499.4 a09/24/13 A-7 FIRST SUPPLEMENTAL INDENTURE OF TRUST Dated as of October 1, 2013 by and between the SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY and U.S. BANK NATIONAL ASSOCIATION as Trustee Relating to Successor Agency to the La Quinta Redevelopment Agency La Quinta Redevelopment Project Areas No. 1 and 2 Subordinate Tax Allocation Refunding Bonds, 2013 Taxable Series B . Preliminary, subject to change. 124/015610-0135 5668554.4 a09/24/13 Table of Contents Page ARTICLE XI DETERMINATIONS; DEFINITIONS Section 11.1 Findings and Determinations .................................. Section 11.2 Definitions.............................................................. Section 11.3 Rules of Construction ............................................. ARTICLE XII AUTHORIZATION AND TERMS OF SERIES B BONDS Section 12.1 Authorization of Series B Bonds ............................................. Section 12.2 Term of Series B Bonds........................................................... Section 12.3 Redemption of Bonds.............................................................. Section 12.4 Form of Series B Bonds........................................................... Section 12.5 Execution of Series B Bonds ................................................... ARTICLE XIII DEPOSIT AND APPLICATION OF PROCEEDS OF SERIES B BONDS; PARITY DEBT Section 13.1 Issuance of Series B Bonds................................................................................ Section 13.2 Application of Proceeds of Series B Bonds ....................................................... ARTICLE XIV SUPPLEMENTAL NATURE OF FIRST SUPPLEMENTAL INDENTURE Section 14.1 Modification of Indenture.................................................................................. EXHIBIT A BOND FORM 124/015610-0135 5668554.4 a09/24/13 1 .3 .4 14 14 15 16 16 16 17 17 17 .........A-1 FIRST SUPPLEMENTAL INDENTURE OF TRUST THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST (this "First Supplemental Indenture") is dated as of October 1, 2013, by and between the SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY, a public body corporate and politic, 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"); WITNESSETH: WHEREAS, the La Quinta Redevelopment Agency (the "Prior Agency") was a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers under and pursuant to the provisions of the Community Redevelopment Law (Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California) (the "Law"), and the powers of the La Quinta Redevelopment Agency included the power to issue Bonds for any of its corporate purposes; and WHEREAS, a Redevelopment Plan for a redevelopment project known and designated as the "La Quinta Redevelopment Project Area No. 1" has been adopted and approved by Ordinance No. 43 of the City of La Quinta on November 29, 1983, and all requirements of law for and precedent to the adoption and approval of the Project Area No. 1 Redevelopment Plan, as amended, have been duly complied with; and WHEREAS, a Redevelopment Plan for a redevelopment project known and designated as the "La Quinta Redevelopment Project Area No. 2" has been adopted and approved by Ordinance No. 139 of the City of La Quinta on May 16, 1989, and all requirements of law for and precedent to the adoption and approval of the Project Area No. 2 Redevelopment Plan, as amended, have been duly complied with; and WHEREAS, the Prior Agency has previously issued $15,760,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. 1 Bonds"); and WHEREAS, the Prior Agency has previously issued $6,750,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. 2 Bonds"); and WHEREAS, the Prior Agency has previously issued $48,000,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2001 (the "2001 Project Area No. 1 Bonds"); and WHEREAS, the Prior Agency has previously issued $40,000,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2002 (the "2002 Project Area No. 1 Bonds"); and WHEREAS, the Prior Agency has previously issued $26,400,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Taxable Series 2003 (the "2003 Project Area No. 1 Taxable Bonds"); and 124/015610-0135 5668554.4 a09/24/13 1 WHEREAS, the La Quinta Financing Authority (the "Authority") on behalf of the Prior Agency has previously issued $90,000,000 aggregate principal amount of the La Quinta Financing Authority, Local Agency Revenue Bonds, 2004 Series A (the "2004 Housing Bonds") and loaned the proceeds to the Prior Agency pursuant to the terms of a loan agreement dated February 3, 2004, as supplemented by a First Supplemental Loan Agreement dated as of June 1, 2004 (the "2004 Loan Obligation"); and WHEREAS, the Prior Agency has previously issued $6,000,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Subordinate Taxable Tax Allocation Bonds, Series 2011 (the "2011 Project Area No. 2 Taxable Bonds"); and WHEREAS, the Authority on behalf of the Prior Agency has previously issued $28,850,000 aggregate principal amount of the La Quinta Financing Authority, Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A (the "2011 Taxable Housing Bonds") and loaned the proceeds to the Prior Agency pursuant to the terms of a loan agreement dated February 3, 2004 and a Second Supplemental Indenture, dated as of March 1, 2011 (the "2011 Loan Obligation"); and WHEREAS, the Successor Agency has determined that it is cost effective and efficient to refund and defease, in their entirety, the 1998 Project Area No. 1 Bonds, the 1998 Project Area No. 2 Bonds, the 2001 Project Area No. 1 Bonds, the 2002 Project Area No. 1 Bonds and the 2003 Project Area No. 1 Taxable Bonds (collectively, the "Refunded Bonds") on a subordinate basis to the 2011 Project Area No. 2 Taxable Bonds, the 2004 Loan Obligation and the 2011 Loan Obligation (collectively, the "Senior Bonds"); and WHEREAS, the Successor Agency deems it necessary and proper to issue tax exempt tax allocation bonds for the purpose of refunding and defeasing the 1998 Project Area No. 1 Bonds, the 1998 Project Area No. 2 Bonds, the 2001 Project Area No. 1 Bonds and the 2002 Project Area No. 1 Bonds (the "Refunded Tax Exempt Bonds") all on a basis subordinate to the Senior Bonds; and WHEREAS, the Successor Agency deems it necessary and proper to issue taxable tax allocation refunding bonds to refund and defease the 2003 Project Area No. 1 Taxable Bonds (the "Refunded Taxable Bonds"), all on a basis subordinate to the Senior Bonds (the Refunded Tax Exempt Bonds and the Refunded Taxable Bonds are herein referred to as the " "); and WHEREAS, for the corporate purposes of the Successor Agency, the Successor Agency deems it necessary to issue at this time taxable tax allocation refunding bonds in a total principal amount not to exceed Million Dollars ($ ) (the "Bonds"), and to irrevocably set aside a portion of the proceeds of such Bonds in a separate segregated trust fund which will be used to refund the outstanding Refunded Taxable Bonds of the Prior Agency, to pay costs in connection with the issuance of the Bonds, and to make certain other deposits as required by this First Supplemental Indenture; and WHEREAS, on June 28, 2011, the California Legislature adopted ABxl 26 (the "Dissolution Act") and ABxl 27 (the "Opt -in Bill"); and WHEREAS, the California Supreme Court subsequently upheld the provisions of the Dissolution Act and invalidated the Opt -in Bill resulting in the La Quinta Redevelopment Agency being dissolved as of February 1, 2012; and 124/015610-0135 5668554.4 a09/24/13 2 WHEREAS, the powers, assets and obligations of the Prior Agency were transferred on February 1, 2012 to the Successor Agency; and WHEREAS, on or about June 27, 2012, AB 1484 was adopted as a trailer bill in connection with the 2012-13 California Budget; and WHEREAS, AB 1484 specifically authorizes the issuance of refunding bonds by the Successor Agency to refund the bonds or other indebtedness of the Prior Agency to provide savings to the Successor Agency, provided that (A) the total interest cost to maturity on the refunding bonds plus the principal amount of the refunding bonds shall not exceed the total remaining interest cost to maturity on the bonds to be refunded plus the remaining principal of the bonds to be refunded, and (B) the principal amount of the refunding bonds shall not exceed the amount required to defease the refunded bonds, to establish customary debt service reserves, and to pay related costs of issuance; and WHEREAS, the Successor Agency now desires pursuant to this First Supplemental Indenture, to issue its La Quinta Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Taxable Series B (the "Series B Bonds") for the purpose of refunding the Refunded Taxable Bonds, to fund a reserve account and pay costs of issuance; and WHEREAS, in order to provide for the authentication and delivery of the Series B Bonds, to establish and declare the terms and conditions upon which the Series B 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 First Supplemental Indenture; and WHEREAS, the Successor Agency hereby certifies that all acts and proceedings required by law necessary to make the Series B 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 the Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done or taken. NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and redemption premium (if any) on all the Series B Bonds issued and Outstanding under the 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 Series B 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 Series B Bonds by the Owners thereof, and for other valuable considerations, the receipt of which is hereby acknowledged, the Successor Agency and the Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the Series B Bonds, as follows: ARTICLE XI DETERMINATIONS; DEFINITIONS Section 11.1 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 124/015610-0135 5668554.4 a09/24/13 3 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 Series B 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 Series B Bonds in the manner and form provided in this First Supplemental Indenture. Section 11.2 Definitions. Unless the context otherwise requires, the terms defined in this Section 1.2 shall, for all purposes of this First Supplemental Indenture, of any Supplemental Indenture, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. "Act" means Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code. "Annual Debt Service" means, for any Bond Year, the principal and interest, including scheduled sinking fund payments, payable on the Outstanding Bonds in such Bond Year. "Bond", "Bonds" or "2013 Bonds" means, collectively, the Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Series A and 2013 Taxable Series B and any bonds or obligations issued therefor. "Bond Counsel" means Rutan & Tucker, LLP, an attorney or firm of attorneys acceptable to the Successor Agency of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions. "Bondowner" or "Owner", or any similar term, means any person who shall be the registered owner or his duly authorized attorney, trustee or representative of any Outstanding Bond. "Bond Year" means the twelve (12) month period commencing on September 2 of each year, provided that the first Bond Year shall extend from the Delivery Date to September 1, 2014. "Business Day" means any day other than (i) a Saturday or Sunday or legal holiday or a day on which banking institutions in the city in which the corporate trust office of the Trustee is located are authorized to close, or (ii) a day on which the New York Stock Exchange is closed. "Certificate" or "Certificate of the Successor Agency" means a Written Certificate of the Successor Agency. "Chair" means the chair of the Successor Agency or other duly appointed officer of the Successor Agency authorized by the Successor Agency by resolution or bylaw to perform the functions of the chair in the event of the chair's absence or disqualification. "CC" means the City of La Quinta, State of California. "Code" means the Internal Revenue Code of 1986, as amended, and any regulations, rulings, judicial decisions, and notices, announcements, and other releases of the United States Treasury Department or Internal Revenue Service interpreting and construing it. 124/015610-0135 5668554.4 a09/24/13 4 "Computation Year" means, with respect to the Series B Bonds, the period beginning on the Delivery Date and ending on September 1, 2014, and each 12-month period ending on September 1 thereafter until there are no longer any Bonds Outstanding. "Continuiniz Disclosure Agreement" means that certain Continuing Disclosure Agreement among the Successor Agency and Willdan Financial Services dated the Delivery Date as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Corporate Trust Office" means the corporate trust office of the Trustee, currently at U.S. Bank National Association, except for exchange, surrender and payment of the Series B Bonds, in which case "Trust Office" shall refer to the corporate trust office of U.S. Bank National Association in St. Paul, Minnesota, or such other or additional offices as may be specified to the Successor Agency by the Trustee in writing. "Costs of Issuance" means the costs and expenses incurred in connection with the issuance and sale of the Series B Bonds including the initial fees and expenses of the Trustee, rating agency fees, legal fees and expenses, costs of printing the Series B Bonds and Official Statement, staff time and costs, fees of financial consultants, escrow fees and costs, bond insurance premiums, and other fees and expenses set forth in a Written Certificate of the Successor Agency. "Costs of Issuance Fund" means the trust fund established in Section 3.3 of this First Supplemental Indenture. "Coun " means the County of Riverside, California. "Debt Service Fund" means that trust fund established in Section 4.2 of this First Supplemental Indenture. "Defeasance Securities" means (1) cash, (2) non -callable direct obligations of the United States of America ("Treasuries"), (3) evidences of ownership of proportionate interests in future interest and principal payments on Treasuries held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying Treasuries are not available to any person claiming through the custodian or to whom the custodian may be obligated, (4) subject to the prior written consent of the Insurer, pre -refunded municipal obligations rated "AAA" and "Aaa" by S&P and Moody's, respectively, or (5) subject to the prior written consent of the Insurer, securities eligible for "AAA" defeasance under then existing criteria of S & P or any combination, unless the Insurer otherwise approves. "Delivery Date" means the date on which the Series B Bonds are delivered to the initial purchaser thereof. "Dissolution Act" means Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the Health and Safety Code of the State of California. "DOF" means the California Department of Finance. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. 124/015610-0135 5668554.4 a09/24/13 5 "Escrow Agreements" means, collectively, the escrow agreements, and each of them, for each of the Refunded Bonds. "Escrow Bank" means U.S. Bank National Association. "Escrow Fund" means the Escrow Fund created pursuant to each of the Escrow Agreements for each of the Refunded Bonds. "First Supplemental Indenture" or "First Supplement" means the First Supplemental Indenture of Trust, dated as of October 1, 2013, by and between the Successor Agency and U.S. Bank National Association. "Fiscal Year" means any twelve (12) month period beginning on July 1st and ending on the next following June 30th. "Fund or Account" means any of the funds or accounts referred to herein. "Indenture" means that certain Indenture of Trust dated as of October 1, 2013, between the Successor Agency and U.S. Bank National Association, approved by Resolution No. , adopted by the Successor Agency on October 1, 2013, and Resolution No. , adopted by the Oversight Board on October 2, 2013, authorizing the issuance of the Series B Bonds. "Independent Financial Consultant" "Independent En ire" "Independent Certified Public Accountant" or "Independent Redevelopment Consultant" means any individual or firm engaged in the profession involved, appointed by the Successor Agency, and who, or each of whom, has a favorable reputation in the field in which his/her opinion or certificate will be given, and: (1) is in fact independent and not under domination of the Successor Agency; (2) does not have any substantial interest, direct or indirect, with the Successor Agency, other than as original purchaser of the Series B Bonds; and (3) 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. "Insurance Policy" means the insurance policy issued by the Insurer guaranteeing the scheduled payment of principal of and interest on the Series B Bonds when due. "Insurer" means , or any successor thereto or assignee thereof. "Interest Account" means the account by that name referenced in Section 4.3 of this First Supplemental Indenture. "Interest Payment Date" means March 1 and September 1, commencing March 1, 2014 so long as any of the Series B Bonds remain Outstanding hereunder. "La Quinta Redevelopment Agency" or "La Quinta Agency" means the La Quinta Redevelopment Agency. 124/015610-0135 5668554.4 a09/24/13 6 "Law" means the Community Redevelopment Law of the State of California as cited in the recitals hereof. "Loan Agreement" means that Loan Agreement by and between the La Quinta Redevelopment Agency and La Quinta Financing Authority, dated as of February 3, 2004, as amended and modified pursuant to the First Supplemental Loan Agreement, by and among the La Quinta Redevelopment Agency, the La Quinta Financing Authority, and U.S. Bank National Association, as Fiscal Agent, dated as of June 1, 2004 relating to $90,000,000 Project Areas Nos. 1 and 2 Housing Loan; and the Second Supplemental Loan Agreement, by and among the La Quinta Redevelopment Agency, the La Quinta Financing Authority, and U.S. Bank National Association, as Fiscal Agent, dated as of March 1, 2011, relating to $28,850,000 2011 Project Areas Nos. 1 and 2 Subordinate Housing Loan. "Maximum Annual Debt Service" means the largest of the sums obtained for any Bond Year after the computation is made, by totaling the following for each such Bond Year: (1) The principal amount of all Bonds and Parity Bonds, if any, and the amount of any sinking account payments payable in such Bond Year; and (2) The interest which would be due during such Bond Year on the aggregate principal amount of Bonds and Parity Bonds which would be outstanding in such Bond Year if the Series B Bonds and Parity Bonds outstanding on the date of such computation were to mature or be redeemed in accordance with the maturity schedules for the Series B Bonds and Parity Bonds. At the time and for the purpose of making such computation, the amount of term Bonds and term Parity Bonds already retired in advance of the above -mentioned schedules shall be deducted pro rata from the remaining amounts thereon. "Opinion of Counsel" means a written opinion of an attorney or firm of attorneys of favorable reputation in the field of municipal bond law. Any opinion of such counsel may be based upon, insofar as it is related to factual matters, information which is in the possession of the Successor Agency as shown by a certificate or opinion of, or representation by, an officer or officers of the Successor Agency, unless such counsel knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which his or her opinion may be based, as aforesaid, is erroneous. "Outstanding" means, when used as of any particular time with reference to Bonds, subject to the provisions of this First Supplemental Indenture, all Bonds theretofore issued and authenticated under this First Supplemental Indenture except: cancellation; (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for (b) Bonds paid or deemed to have been paid; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and authenticated pursuant to this First Supplemental Indenture. 124/015610-0135 5668554.4 a09/24/13 7 "Oversight Board" means the oversight board duly constituted from time to time pursuant to Section 34179 of the Dissolution Act. "Parity Bonds" means the Series A Bonds and any additional tax allocation bonds (including, without limitation, bonds, notes, loans, interim certificates, debentures or other obligations) issued by the Successor Agency as permitted by Section 3.4 of the Indenture. "Pass -Through Agreements" means the agreements entered into on or prior to the date hereof pursuant to Section 33401 of the Health and Safety Code with (i) the County of Riverside; (ii) Desert Sands Unified School District; (iii) Coachella Valley Water District; (iv) Desert Community College District; (v) County of Riverside Superintendent of Schools; (vi) Coachella Valley Mosquito Abatement District; and (vii) Coachella Valley Recreation and Park District. "Pang Agent" means any paying agent appointed by the Successor Agency pursuant to the Indenture. "Permitted Investments" means: (a) For all purposes, including defeasance investments in refunding escrow accounts. (1) Defeasance Securities (b) For all purposes other than defeasance investments in refunding escrow accounts. (1) Obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America, including: - Export -Import Bank - Rural Economic Community Development Administration - U.S. Maritime Administration - Small Business Administration - U.S. Department of Housing & Urban Development (PHAs) - Federal Housing Administration -Federal Financing Bank (2) Direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America: - Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC). - Obligations of the Resolution Funding Corporation (REFCORP) - Senior debt obligations of the Federal Home Loan Bank System Senior debt obligations of other Government Sponsored Agencies (3) U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances with domestic commercial banks, which may include the Trustee, 124/015610-0135 5668554.4 a09/24/13 8 its parent holding company, if any, and their affiliates, which have a rating on their short term certificates of deposit on the date of purchase of "P-1" by Moody's and "A-1" or "A-1+" by S&P and maturing not more than 360 calendar days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank); (4) Commercial paper which is rated at the time of purchase in the single highest classification, "P-1" by Moody's and "A-1+" by S&P and which matures not more than 270 calendar days after the date of purchase; (5) Investments in a money market fund, including those of an affiliate of the Trustee rated "AAAm" or "AAAm-G" or better by S&P; (6) Pre -refunded Municipal Obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (A) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Moody's or S&P or any successors thereto; or (B) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (2) of the definition of Defeasance Securities, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the Series B Bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate. (7) Municipal Obligations rated "Aaa/AAA" or general obligations of States with a rating of "A2/A" or higher by both Moody's and S&P. (8) Investment Agreements with an entity rated "A" or higher by S&P; and; (9) The Local Agency Investment Fund of the State or any state administered pooled investment fund in which the Successor Agency is statutorily permitted or required to invest will be deemed a permitted investment. 124/015610-0135 5668554.4 a09/24/13 9 (c) The value of the above investments shall be determined as follows: (1) For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued at fair market value. The Trustee shall determine the fair market value based on accepted industry standards and from accepted industry providers. Accepted industry providers shall include but are not limited to pricing services provided by Financial Times Interactive Data Corporation, and Bank of America Merrill Lynch. (2) As to certificates of deposit and bankers' acceptances: the face amount thereof, plus accrued interest thereon; and (3) As to any investment not specified above: the value thereof established by prior agreement among the Successor Agency and the Trustee. "Pledged Tax Revenues" means the portion of the monies deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section 34172 of the Dissolution Act, as provided in paragraph (2) of subdivision (a) of Section 34183 of the Dissolution Act less the amount required to pay debt service on the Senior Bonds. In accordance with the Dissolution Act, the Series B Bonds and Parity Bonds shall be payable from and secured by, and Pledged Tax Revenues shall include, moneys deposited, from time to time, in the Real Property Tax Trust Fund established pursuant to subdivision (c) of Health & Safety Code Section 34172, as provided in paragraph (2) of subdivision (a) of Health & Safety Code Section 34183. If, and to the extent, that the provisions of Section 34172 or paragraph (2) of subdivision (a) of Section 34183 are invalidated by a final judicial decision, then Pledged Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to Health & Safety Code Section 33670 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. "Principal Account" means the account by that name referenced in Section 4.3 of this First Supplemental Indenture. "Prior Law" means the Community Redevelopment Law of the State of California (commencing with Health and Safety Code Section 33000) as it existed on or before June 29, 2011. "Real Property Tax Trust Fund" or "RPTTF" means the fund by that name established pursuant to Health & Safety Code Section 34170.5 (a) and administered by the County auditor - controller. "Rebate Regulations" means the final Treasury Regulations issued under Section 148(f) of the Code. "Recognized Obligation Payment Schedule" means a Recognized Obligation Payment Schedule, each prepared and approved from time to time pursuant to subdivision (1) of Section 34177 of the Dissolution Act. "Redemption Account" means the account by that name referenced in Section 4.3 of this First Supplemental Indenture. 124/015610-0135 5668554.4 a09/24/13 10 "Redevelopment Obligation Retirement Fund" means the fund by that name established pursuant to Health & Safety Code Section 34170.5 (b) and administered by the Successor Agency. "Redevelopment Project Area No. 1 Plan" means the La Quinta Redevelopment Plan for the project designated as the "La Quinta Redevelopment Project Area No. 1," adopted and approved by Ordinance No. 43, which became effective on December 29, 1983, together with any amendments thereof heretofore or hereafter duly enacted pursuant to the law. "Redevelopment Project Area No. 2 Plan" means the La Quinta Redevelopment Plan for the project designated as the "La Quinta Redevelopment Project Area No. 2," approved and adopted by the City Council of the City by Ordinance No. 139, on May 16, 1989, and includes any amendments thereof heretofore or hereafter made pursuant to the law. "Redevelopment Project Area No. 1," means the project area formed by the Redevelopment Project Area No. 1 Plan. "Redevelopment Project Area No. 2," means the project area formed pursuant to the Redevelopment Project Area No. 2 Plan. "Redevelopment Project Areas" or "Redevelopment Projects" or "Project Areas" means the Project Areas defined and described in the Redevelopment Plan for Redevelopment Project Area No. 1 and Redevelopment Project Area No. 2. "Refunded Bonds" means the 1998 Project Area No. 1 Bonds, the 1998 Project Area No. 2 Bonds, the 2001 Project Area No. 1 Bonds, the 2002 Project Area No. 1 Bonds, the 2003 Project Area No. 1 Taxable Bonds, and the 2004 Housing Bonds. "Regular Record Date" means the fifteenth day of the month preceding any Interest Payment Date whether or not such day is a Business Day. "Report" means a document in writing signed by an Independent Financial Consultant and including: (a) A statement that the person or firm making or giving such Report has read the pertinent provisions of the 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 referenced in Section 4.3 hereof. "Reserve Requirement" means, as of the date of computation, an amount equal to the combined lesser of (i) Maximum Annual Debt Service on the Series B Bonds and any Parity Bonds, (ii) 10% of the net proceeds of the Series B Bonds and any Parity Bonds, or (iii) 125% of the Annual Debt Service on all Bonds and Parity Bonds Outstanding. 124/015610-0135 5668554.4 a09/24/13 1 1 "Senior Bonds" means the 2011 Project Area No. 2, the 2004 Loan Obligation Bonds and the 2011 Loan Obligation and any refunding bonds or obligations issued therefor. "Senior Bond Indentures" means the 2011 Project Area No. 2 Taxable Bonds Indenture, the 2004 Loan Agreement and the 2011 Loan Agreement. "Senior Bonds Reserve Account" means the Reserve Accounts created in relation to the Senior Bonds. "Series A Bonds" means the Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Series A. "Series B Bonds" means the Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Taxable Series B. "State" means the State of California, United States of America. "Supplemental Indenture" means any indenture then in full force and effect which has been duly adopted by the Successor Agency under the Dissolution Act, or any act supplementary thereto or amendatory thereof, at a meeting of the Successor Agency duly convened and held, of which a quorum was present and acted thereon, amendatory of or supplemental to this First Supplemental Indenture or any indebtedness entered into in connection with the issuance of Parity Bonds; but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder. "Statutory Pass -Through Amounts" means amounts paid to affected taxing agencies, if any, pursuant to Sections 33607.5 and/or 33607.7 of the Law and Section 34183 of the Dissolution Act. "Tax Certificate" means that certain Tax Certificate executed by the Successor Agency with respect to the Series A Bonds. "Trustee" means U.S. Bank National Association, a national banking association, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in this First Supplemental Indenture. "1998 Project Area No. 1 Bonds" means the $15,760,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Refunding Bonds, Series 1998. "1998 Project Area No. 2 Bonds" means the $6,750,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Tax Allocation Refunding Bonds, Series 1998. "2001 Project Area No. 1 Bonds" means the $48,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Bonds, Series 2001. "2002 Project Area No. 1 Bonds" means the $40,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Bonds, Series 2002. "2003 Project Area No. 1 Taxable Bonds" means the $26,400,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Bonds, Taxable Series 2003. 124/015610-0135 5668554.4 a09/24/13 12 "2004 Housing Bonds" means the $90,000,000 La Quinta Financing Authority, Local Agency Revenue Bonds, 2004 Series A. "2011 Project Area No. 2 Taxable Bonds" means the $6,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Subordinate Taxable Tax Allocation Bonds, Series 2011. "2011 Taxable Housing Bonds" means the $28,850,000 La Quinta Financing Authority, Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A. "1998 Project Area No. 1 Bonds Indenture" means that Indenture of Trust, dated as of June 1, 1998, by and between the La Quinta Redevelopment Agency and U.S. Bank Trust National Association as Trustee, relating to $15,760,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Refunding Bonds, Series 1998. "1998 Project Area No. 2 Bonds Indenture" means that Indenture of Trust, dated as of June 1, 1998, by and between the La Quinta Redevelopment Agency and U.S. Bank Trust National Association, as Trustee, securing $6,750,000 La Quinta Redevelopment Project Area No. 2 Tax Allocation Refunding Bonds, Issue of 1998. "2002 Project Area No. 1 Bonds Indenture" means that Indenture of Trust, dated as of August 1, 2001, by and between the La Quinta Redevelopment Agency and U.S. Bank Trust National Association, as Trustee, relating to $48,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Bonds, Series 2001. "2002 Project Area No. 1 Bonds Indenture" means that Indenture of Trust, dated as of June 1, 2002, by and between the La Quinta Redevelopment Agency and U.S. Bank, N.A., as Trustee, relating to $40,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Bonds, Series 2002. "2003 Project Area No. 1 Taxable Bonds Indenture" means that Indenture of Trust, dated as of September 1, 2003, by and between the La Quinta Redevelopment Agency and U.S. Bank National Association, as Trustee, relating to $26,400,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1 Tax Allocation Bonds, Taxable Series 2003. "2004 Housing Bonds Indenture" means that Indenture of Trust, dated as of June 1, 2004, by and between the La Quinta Financing Authority and U.S. Bank National Association, as Trustee, relating to $90,000,000 La Quinta Financing Authority, Local Agency Revenue Bonds, 2004 Series A. "2011 Proiect Area No. 2 Taxable Bonds Indenture" means that Indenture of Trust dated as of March 1, 2011, by and between the La Quinta Redevelopment Agency and U.S. Bank National Association, as Trustee, relating to $6,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Subordinate Taxable Tax Allocation Bonds, Series 2011. "2011 Taxable Housing Bonds Indenture" means that Indenture of Trust, dated as of March 1, 2011, by and between the La Quinta Financing Authority and U.S. Bank National Association, as Trustee, relating to $28,850,000 La Quinta Financing Authority Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A. 124/015610-0135 5668554.4 a09/24/13 13 "Written Request of the Successor Agency" or "Written Certificate of the Successor Agent" means a request or certificate, in writing signed by the Executive Director, Secretary or Finance Officer of the Successor Agency or by any other officer of the Successor Agency duly authorized by the Successor Agency for that purpose. Section 11.3 Rules of Construction. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this First Supplemental Indenture, and the words "herein", "hereof," "hereunder" and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or subdivision hereof. ARTICLE XII AUTHORIZATION AND TERMS OF SERIES B BONDS Section 12.1 Authorization of Series B Bonds. Series B Bonds in the aggregate principal amount of Million Hundred Thousand Dollars ($ ) are hereby authorized to be issued by the Successor Agency under and subject to the terms of this First Supplemental Indenture and the Act. The Indenture, as modified by the First Supplemental Indenture constitutes a continuing agreement with the Trustee for the benefit of the Owners of all of the Series B 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 Series B Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. The Series B Bonds shall be designated the "Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Taxable Series B." (a) The Series B Bonds shall be and are special obligations of the Successor Agency and are secured by an irrevocable pledge of, and are payable as to principal, interest and premium, if any, subordinate to the 2011 Project Area No. 2 Bonds, the 2004 Loan Obligation and the 2011 Loan Obligation. The Series B Bonds, interest and premium, if any, thereon are not a debt of the City, the State or any of its political subdivisions (except the Successor Agency), and none of the City, the State nor any of its political subdivisions (except the Successor Agency) is liable on them. In no event shall the Series B Bonds, interest thereon and premium, if any, be payable out of any funds or properties other than those of the Successor Agency as set forth in this First Supplemental Indenture. The Series B Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Successor Agency nor any persons executing the Series B Bonds are liable personally on the Series B Bonds by reason of their issuance. The Series B Bonds shall be and are equally secured together with any Parity Bonds, by an irrevocable pledge of the Pledged Tax Revenues and other funds as hereinafter provided, without priority for number, maturity, date of sale, date of execution or date of delivery, except as expressly provided herein. Nothing in this First Supplemental Indenture shall preclude: (a) the payment of the Series B Bonds from the proceeds of refunding bonds issued pursuant to the Law, or (b) the payment of the Series B Bonds from any legally available funds. Nothing in this First Supplemental Indenture shall 124/015610-0135 5668554.4 a09/24/13 14 prevent the Successor Agency from making advances of its own funds, however derived, to any of the uses and purposes mentioned in this First Supplemental Indenture. The Successor Agency shall have the right to defease the Series B Bonds and be discharged from the lien of this First Supplemental Indenture in accordance with the provision of Section 9.3 hereof. If the Successor Agency shall cause to be paid, or shall have made provision to pay upon maturity or upon redemption prior to maturity, to the Bondowners the principal of, premium, if any, and interest to become due on the Series B Bonds, through setting aside trust funds or setting apart in a reserve fund or special trust account created pursuant to this First Supplemental Indenture or otherwise, or through the irrevocable segregation for that purpose in some sinking fund or other fund or trust account with a fiscal agent or otherwise, moneys sufficient therefor, including, but not limited to, interest earned or to be earned on the investment of such funds, then the lien of this First Supplemental Indenture, including, without limitation, the pledge of the Pledged Tax Revenues, and all other rights granted hereby, shall cease, terminate and become void and be discharged and satisfied, and the principal of, premium, if any, and interest on the Series B Bonds shall no longer be deemed to be outstanding and unpaid; provided, however, that nothing in this First Supplemental Indenture shall require the deposit of more than such amount as may be sufficient, taking into account both the principal amount of such funds and the interest to become due on the investment thereof, to implement any refunding of the Series B Bonds. Section 12.2 Term of Series B Bonds. The Series B Bonds shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof and the Series B Bonds shall mature on September 1, in the years and in the amounts and shall bear interest at the rate per annum as follows: Maturity Date September 1 Principal Amount Interest Rate Interest on the Series B Bonds 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 Regular Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check or draft of the Trustee mailed on the Interest Payment Date by first class mail to such Owner at the address of such Owner as it appears on the Registration Books; provided, however, that upon the written request of any Owner of at least $1,000,000 in principal amount of Series B Bonds received by the Trustee at least fifteen (15) days prior to such Regular Record Date, payment shall be made by wire transfer in immediately available funds to an account in the United States designated by such Owner. Principal of and redemption premium (if any) on any Bond shall be paid upon presentation and surrender thereof, at maturity or redemption, at the Trust Office of the Trustee. Both the principal of and interest and premium (if any) on the Series B Bonds shall be payable in lawful money of the United States of America Interest shall be calculated based upon a 360-day year of twelve thirty -day months. Each Series B Bond shall be initially dated as of the Delivery Date and shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Regular 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) a Series B Bond is 124/015610-0135 5668554.4 a09/24/13 15 authenticated on or before February 15, 2014, in which event it shall bear interest from the Delivery Date; provided, however, that if, as of the date of authentication of any Series B Bond, interest thereon is in default, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Section 12.3 Redemption of Bonds. (a) See POS for optional and sinking fund redemption. (b) Purchase In Lieu of Redemption. In lieu of optional or sinking account redemption of Series B Bonds, amounts on deposit in the Redevelopment Obligation Retirement Fund (to the extent not required to be transferred to the Trustee during the current Bond Year) may also be used and withdrawn by the Successor Agency at any time for the purchase of the Series B Bonds at public or private sale as and when and at such prices (including brokerage and other charges and including accrued interest) as the Successor Agency may in its discretion determine. The par amount of any of the Series B Bonds so purchased by the Successor Agency and surrendered to the Trustee for cancellation in any twelve-month period ending on August 15, in any year will be credited towards and will reduce the principal amount of the Series B Bonds otherwise required to be redeemed on the following September 1 pursuant to this First Supplemental Indenture. The prior written approval of the Insurer if any Bond so purchased is not cancelled upon purchase. Section 12.4 Form of Series B Bonds. The Series B Bonds, the form of Trustee's certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the form set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this First Supplemental Indenture. Section 12.5 Execution of Series B Bonds. The Series B Bonds shall be executed on behalf of the Successor Agency by the signature of its Executive Director and the signature of its Secretary who are in office on the date of execution and delivery of this First Supplemental 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 Series B Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Series B Bonds to the purchaser. Any Series B 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 Series B Bond shall be the proper officers of the Successor Agency although on the date of such Series B Bond any such person shall not have been such officer of the Successor Agency. Only such of the Series B Bonds as shall bear thereon a certificate of authentication in the form set forth in Exhibit B hereto, manually executed and dated by and in the name of the Trustee by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this First Supplemental Indenture, and such certificate of the Trustee shall be conclusive evidence that such Series B Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this First Supplemental Indenture. In the event temporary Series B Bonds are issued pursuant to Section 2.9 of the Indenture, the temporary Series B Bonds shall bear thereon a certificate of authentication manually executed and dated by the Trustee, shall be initially registered by the Trustee, and, until so exchanged as provided under Section 2.9 of the Indenture, the temporary Series 124/015610-0135 5668554.4 a09/24/13 16 B Bonds shall be entitled to the same benefits pursuant to this First Supplemental Indenture as definitive Series B Bonds authenticated and delivered hereunder. ARTICLE XIII DEPOSIT AND APPLICATION OF PROCEEDS OF SERIES B BONDS; PARITY DEBT Section 13.1 Issuance of Series B Bonds. Upon the execution and delivery of this First Supplemental Indenture and receipt by the Successor Agency of evidence satisfactory to it of satisfaction of the conditions precedent to issuance of the Series B Bonds, the Successor Agency shall execute and deliver Series B Bonds in the aggregate principal amount of Million Hundred Thousand Dollars ($ ) to the Trustee and the Trustee shall authenticate and deliver the Series B Bonds upon the Written Request of the Successor Agency. Section 13.2 Application of Proceeds of Series B Bonds. (a) On the Delivery Date the proceeds of sale of the Series B Bonds shall be paid to the Trustee and said amount together with moneys transferred from the Funds and Accounts held in connection with the Refunded Tax Exempt Bonds shall be applied as follows: (i) The Trustee shall deposit the amount of $ into the Reserve Account of the Debt Service Fund: (ii) The Trustee shall transfer the amount of $ to the Escrow Bank for deposit in the Escrow Fund pursuant to the each of the Escrow Agreements relating to each of the issues of Refunded Taxable Bonds; (iii) The Trustee shall deposit the amount of $ from Bond proceeds into the Costs of Issuance Fund. The Trustee may establish a temporary fund or account in its records to facilitate and record such deposits and transfers. Moneys deposited in the Escrow Bank and Escrow Funds pursuant to Section 3.2(a) hereof shall be held by the Escrow Bank, and used to pay the principal of and interest on the Refunded Taxable Bonds in accordance with the provisions of the Escrow Agreements. EVVICOWOM SUPPLEMENTAL NATURE OF FIRST SUPPLEMENTAL INDENTURE Section 14.1 Modification of Indenture. This First Supplemental Indenture modifies and amends the Indenture as it relates to the Series B Bonds. All provisions of the Indenture not modified or amended by the First Supplemental Indenture shall apply to Series B Bonds. 124/015610-0135 5668554.4 a09/24/13 17 IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY, has caused this First Supplemental Indenture of Trust to be signed in its name by its Chair and attested by its Secretary, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the trusts created hereunder, has caused this First Supplemental Indenture to be signed in its corporate name by its officer hereunto duly authorized, all as of the day and year first above written. SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY By: Its: Chair ATTEST: an Secretary U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Its: Authorized Officer 124/015610-0135 5668554.4 a09/24/13 18 No. R- EXHIBIT A (FORM OF BOND) UNITED STATES OF AMERICA STATE OF CALIFORNIA (COUNTY OF RIVERSIDE) SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY LA QUINTA REDEVELOPMENT PROJECT AREAS NO. 1 AND 2 SUBORDINATE TAX ALLOCATION REFUNDING BONDS 2013 TAXABLE SERIES B Interest Rate Maturity Date Dated Date CUSIP % September _, 20_ December _, 2013 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic, 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, 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 next preceding the date of authentication of this Bond, unless (i) this Bond is authenticated on an interest payment date, in which event it shall bear interest from such date of authentication, or (ii) this Bond is authenticated prior to an interest payment date and after the close of business on the fifteenth calendar day of the month preceding such interest payment date (a "Record Date"), in which event it shall bear interest from such interest payment date, or (iii) this Bond is authenticated on or before February 15, 2014, in which event it shall bear interest from the Dated Date stated 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 rate per annum stated above, payable semiannually on March I and September I in each year (each an "interest payment date"), commencing March 1, 2014, calculated on the basis of a 360-day year composed of twelve 30-day months. Principal hereof and premium, if any, upon early redemption hereof are payable upon presentation and surrender of this Bond at the corporate trust office of U.S. Bank National Association, as trustee (the "Trustee"). Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check of the Trustee mailed on the interest payment date by first class mail to the Registered Owner hereof at the Registered Owner's address as it appears on the registration books maintained by the Trustee at the close of business on the Record Date next preceding such interest payment date; provided, however, that upon the written request of any Registered Owner of at least $1,000,000 in 124/015610-0135 5668554.4 a09/24/13 A-1 principal amount of Bonds received by the Trustee at least fifteen (15) days prior to such Record Date, payment shall be made by wire transfer in immediately available funds to an account in the United States designated by such Owner. This Bond is one of a duly authorized issue of Bonds of the Successor Agency designated as "Successor Agency to the La Quinta Redevelopment Agency La Quinta Redevelopment Project Areas No. I and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Taxable Series B" (the "Bonds"), in an aggregate principal amount of Million Hundred Thousand Dollars ($ ), all of like tenor and date (except for such variation, if any, as may be required to designate varying series, numbers, maturities, interest rates or redemption and other provisions) and all issued pursuant to the provisions of the Refunding Bond Act, being Article II (commencing with Section 53580) of Chapter 3 of Part I of Division 2 of Title 5 of the Government Code of the State of California (the "Act"), and pursuant to a resolution of the Successor Agency adopted October 1, 2013, and a resolution adopted by the Oversight Board on October 2, 2013, and an Indenture of Trust, dated as of October 1, 2013, entered into by and between the Successor Agency and the Trustee (the "Indenture"), authorizing the issuance of the Series B Bonds. Additional bonds, notes or other obligations may be issued on a parity with the Series B 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 Law for a description of the terms on which the Series B Bonds are issued, the provisions with regard to the nature and extent of the Pledged Tax Revenues, as that term is defined in the Indenture, and the rights thereunder of the registered owners of the Series B 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 have been issued by the Successor Agency to refund the Prior Agency's previously issued $26,400,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Taxable Series 2003 (the "Refunded Bonds"). The Bonds are special obligations of the Successor Agency and are payable from, and are secured by a pledge of and lien on the Pledged Tax Revenues derived by the Successor Agency from the Project Area (as that term is defined in the Indenture), on a subordinate basis to the $6,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Subordinate Taxable Tax Allocation Bonds, Series 2011, the loan obligation securing the $90,000,000 La Quinta Financing Authority Local Agency Revenue Bonds, 2004 Series A and the loan obligation securing $28,850,000 La Quinta Financing Authority, Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A (the "Senior Bonds"). There has been created and will be maintained by the Successor Agency the Redevelopment Obligation Retirement Fund (as defined in the Indenture) into which Pledged Tax Revenues shall be deposited and transferred to the Trustee for deposit into the Debt Service Fund (as defined in the Indenture) from which the Trustee shall pay the principal of and the interest and redemption premium, if any, on the Bonds when due. As and to the extent set forth in the Indenture, all such Pledged Tax Revenues are exclusively and irrevocably pledged to and constitute a trust fund for, in accordance with the terms hereof and the provisions of the Indenture and the Law, the security and payment or redemption of, including any premium upon early redemption, and for the security and payment of interest on, the Bonds, any additional bonds, notes or other obligations, authorized by the Indenture to be issued on a parity therewith. In addition, the Bonds (and, if the indenture authorizing any loans, advances or indebtedness issued on a parity with the Bonds shall so provide, any such 124/015610-0135 5668554.4 a09/24/13 A-2 loan, advance or indebtedness) shall be additionally secured at all times by a first and exclusive pledge of and lien upon all of the moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Reserve Account and the Redemption Account (as such terms are defined in the Indenture). Except for the Pledged 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. The Bonds may be called before maturity and redeemed at the option of the Agency, in whole or in part from the proceeds of refunding bonds or other available funds, on September 1, 2023 or on any date thereafter prior to maturity. Bonds called for redemption will be redeemed at the following redemption price (expressed as a percentage of the principal amount of Bonds to be redeemed) plus accrued interest to the redemption date: Redemption Date Redemption Price September 1,2023 and thereafter 100% The Bonds maturing on September 1, 20_, September 1, 20_ and September 1, 20_ will be subject to mandatory redemption in part, by lot, on September 1, 20 , September 1, 20 and September 1, 20 and on each September 1 until maturity, at a redemption price equal to the principal amount thereof together with the accrued interest thereon to the redemption date, without premium, from minimum sinking fund payments on hand in the Debt Service Fund in the years and amounts as follows: TO FOLLOW If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture. The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 each 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 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 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 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 124/015610-0135 5668554.4 a09/24/13 A-3 the Indenture, but no such modification or amendment shall 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, reduce the percentage of Bonds required for the written consent to any such amendment or modification or, 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 La Quinta, the State of California, or any of its political subdivisions (except the Successor Agency), and none of said City, said State, nor any of its political subdivisions (except the Successor Agency) 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 as set forth in the Indenture. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the Law and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescribed by the Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have been manually signed by the Trustee. 124/015610-0135 5668554.4 a09/24/13 A-4 IN WITNESS WHEREOF, the Successor Agency to the La Quinta Redevelopment Agency has caused this Bond to be executed in its name and on its behalf with the facsimile signatures of its Executive Director and its Secretary [and its seal to be reproduced hereon], all as of the Delivery Date. SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY : LE 124/015610-0135 5668554.4 a09/24/13 A'5 Executive Director Secretary [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Bonds described in the within -mentioned Indenture. Authentication Date: , 2013 U.S. BANK NATIONAL ASSOCIATION, as Trustee Authorized Officer LEGAL OPINION The following is a true copy of the opinion rendered by Rutan & Tucker, LLP, a Professional Corporation, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office. Secretary of the Successor Agency to the La Quinta Redevelopment Agency STATEMENT OF INSURANCE 124/015610-0135 5668554.4 a09/24/13 A-6 (FORM OF ASSIGNMENT) For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within -registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the bond register of the Trustee with full power of substitution in the premises. Dated: Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed: Note: Signature(s) must be guaranteed by an "eligible guarantor institution." 124/015610-0135 5668554.4 a09/24/13 A-7 PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER —, 2013 NEW ISSUE —BOOK -ENTRY Standard & Poor's: (See "Ratings" Herein) In the opinion of Bond Counsel, under existing laws, regulations, rulings and judicial decisions, and assuming continuing compliance with covenants intended to preserve the exclusion from gross income for federal income tax purposes of interest on the Series A Bonds, interest on the Series A Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, interest on the Series A Bonds and the Series B Bonds is exempt from present State of California personal income taxes. See "TAX EXEMPTION" herein for a discussion of the effect of certain provisions of the Code on Owners of the Bonds. Dated: Delivery Date SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY La Quinta Redevelopment Project Areas No. 1 and 2 Subordinate Tax Allocation Refunding Bonds $99,050,000* $23,100,000* 2013 Series A 2013 Taxable Series B Due: September 1, as shown on the inside front cover The above -captioned bonds (the "Series A Bonds", the " Series B Bonds" or sometimes collectively referred to as the "Bonds") will be delivered as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC"), and will be available to ultimate purchasers ("Beneficial Owners") in the denomination of $5,000 or any integral multiple thereof, under the book -entry system maintained by DTC. Beneficial Owners will not be entitled to receive delivery of bonds representing their ownership interest in the Bonds. The principal of, premium if any, and semiannual interest (due March 1 and September 1 of each year, commencing March 1, 2014) on the Bonds will be payable by U.S. Bank National Association, as Trustee, to DTC for subsequent disbursement to DTC participants, so long as DTC or its nominee remains the registered owner of the Bonds (see "THE BONDS — Book -Entry System" herein). The Bonds are subject to optional redemption prior to maturity, in whole or in part, on September 1, 2023 and on any day thereafter, at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, without premium. The Bonds are subject to mandatory redemption from minimum sinking fund payments, in part by lot, as described herein. The Bonds are being issued by the Successor Agency to the La Quinta Redevelopment Agency (the "Agency") on a subordinate basis to the La Quinta Redevelopment Agency's (the "Prior Agency") loan obligation under the Loan Agreement, dated as of February 3, 2004 as supplemented by the First Supplemental Loan Agreement, dated as of June 1, 2004 (the "2004 Loan Obligation") in connection with the La Quinta Financing Authority's (the "Authority") previously issued $90,000,000 Local Agency Revenue Bonds, 2004 Series A (the "2004 Housing Bonds") of which $75,480,000 are currently outstanding, the previously issued $6,000,000 La Quinta Redevelopment Project Area No. 2, Subordinate Taxable Tax Allocation Bonds, Series 2011 (the "2011 Bonds") of which $5,930,000 are currently outstanding and the Prior Agency's loan obligation under the Loan Agreement, dated February 3, 2004 as supplemented by the Second Supplemental Loan Agreement, dated as of March 1, 2011 (the "2011 Loan Obligation") in connection with the Authority's previously issued $28,850,000 Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A (the "2011 Series A Bonds") of which $28,330,000 are currently outstanding. The 2004 Loan Obligation, 2011 Bonds and the 2011 Loan Obligation are sometimes referred to herein as the "Senior Bonds." The Bonds are being issued to refinance the Prior Agency's previously issued $15,760,000 La Quinta Redevelopment Project Area No. 1, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. 1 Bonds") of which $15,105,000 are currently outstanding, the $6,750,000 La Quinta Redevelopment Project Area No. 2, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. 2 Bonds") of which $5,140,000 are currently outstanding, the $48,000,000 La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2001 (the "2001 Project Area No. 1 Bonds") of which $46,435,000 are currently outstanding, the $40,000,000 La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2002 (the "2002 Project Area No. 1 Bonds" of which $32,940,000 are currently outstanding and the $26,400,000 La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Taxable Series 2003 (the "2003 Project Area No. 1 Bonds") of which $21,625,000 are currently outstanding. The 1998 Project Area No. 1 Bonds, 1998 Project Area No. 2 Bonds, 2001 Project Area No. 1 Bonds, 2002 Project Area No. 1 Bond and 2003 Project Area No. I Bonds are sometimes collectively referred to herein as the "Refunded Bonds." The Bonds are payable from and secured by the Pledged Tax Revenues as defined herein to be derived from the La Quinta Redevelopment Project Area No. 1 and La Quinta Redevelopment Project Area No. 2 (the "Project Areas"). Taxes levied on the property within the Project Areas on that portion of the taxable valuation over and above the taxable valuation of the base year property tax rolls to the extent they constitute Pledged Tax Revenues, shall be deposited in the Redevelopment Obligation Retirement Fund, and administered by the Agency and the Trustee in accordance with the Indentures. The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Bonds by [INSERT LOGO] This cover page of the Official Statement contains information for quick reference only. It is not a complete summary of the Bonds. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. Attention is hereby directed to certain risk factors more fully described herein. The Bonds are not a debt of the City of La Quinta, the State of California or any of its political subdivisions (except the Agency) and neither said City, said State or any of its political subdivisions (except the Agency) is liable therefor. The principal of and interest on the Bonds are payable solely from the Pledged Tax Revenues allocated to the Agency from the Project Areas (all as defined herein and in the Indentures) and other funds as set forth in the Indentures. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The Bonds are offered, when, as and if issued, subject to the approval of Rutan & Tucker, LLP, Costa Mesa, California, Bond Counsel. Certain legal matters will be passed on for the Agency by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Disclosure Counsel. It is anticipated that the Bonds will be available for delivery through the facilities of DTC on or about December = 2013. SOUTHWEST SECURITIES, INC. The date of this Official Statement is November , 2013. * Preliminary, subject to change SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY La Quinta Redevelopment Project Areas No. 1 and 2 Subordinate Tax Allocation Refunding Bonds 2013 Series A Bonds Maturity Schedule Maturity Date Principal Interest CUSIP, (September 1) Amount* Rate Yield Price (Base 2014 $4,590,000 2015 3,565,000 2016 3,685,000 2017 3,780,000 2018 3,935,000 2019 4,090,000 2020 4,255,000 2021 4,470,000 2022 4,705,000 2023 4,930,000 2024 5,180,000 2025 5,435,000 2026 5,655,000 2027 5,935,000 2028 6,230,000 2029 6,550,000 2030 6,875,000 2031 7,220,000 2032 7,580,000 2033 385,000 2013 Taxable Series B Bonds Maturity Schedule Maturity Date Principal Interest (September 1) Amount* Rate Yield Price 2014 $1,135,000 2015 885,000 2016 895,000 2017 915,000 2018 935,000 2019 960,000 2020 995,000 2021 1,030,000 2022 1,075,000 2023 1,125,000 $3,705,000 % Term Bonds due September 1, 2026 Yield: %, Price: % CUSIPt $4,330,000 % Term Bonds due September 1, 2029 Yield: %, Price: % CUSIPt $5,115,000 % Term Bonds due September 1, 2032 Yield: %, Price: % CUSIP, CUSIP, (Base * Preliminary, subject to change t CUSIPS is a registered trademark of the American Bankers Association. Copyright(O 1999-2013 American Bankers Association. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in anyway as a substitute for CUSIP Global Services. CUSIP® numbers are provided for convenience of reference only. Neither the Agency nor the Underwriter takes any responsibility for the accuracy of such numbers. SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY LA QUINTA, CALIFORNIA BOARD OF DIRECTORS Don Adolph, Chair Kristy Franklin, Vice -Chair Linda Evans, Member Terry B. Henderson, Member Lee M. Osborne, Member AGENCY/CITY STAFF Frank J. Spevacek, Executive Director/City Manager Susan Maysels, Agency Secretary/City Clerk Robbeyn Bird, Finance Director Katherine Jenson, Agency Counsel/City Attorney SPECIAL SERVICES Bond Counsel Rutan & Tucker LLP Costa Mesa, California Disclosure Counsel Stradling Yocca Carlson & Rauth a Professional Corporation Newport Beach, California Trustee and Escrow Bank U.S. Bank National Association Los Angeles, California Financial Advisor Harrell & Company Advisors, LLC Orange, California Dissemination Agent Willdan Financial Services Temecula, California Underwriter Southwest Securities, Inc. Cardiff by the Sea, California GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT No Offering May Be Made Except by this Official Statement. No dealer, broker, salesperson or other person has been authorized by the Agency to give any information or to make any representations with respect to the Bonds other than as contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been given or authorized by the Agency or the Underwriter. For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission, as amended ("Rule 15c2-12"), this Preliminary Official Statement constitutes an "official statement" of the Agency with respect to the Bonds that has been deemed "final" by the Agency as of its date except for the omission of no more than the information permitted by Rule 15c2-12. Use of Official Statement. This Official Statement is submitted in connection with the sale of the Bonds described in this Official Statement and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement does not constitute a contract between any Bond owner and the Agency or the Underwriter. Preparation of this Official Statement. The information contained in this Official Statement has been obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure made by the Agency, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "forecast," "expect," "intend" and similar expressions identify "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward -looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the Agency or the other parties described in this Official Statement, since the date of this Official Statement. Document Summaries. All summaries of the Indentures or other documents contained in this Official Statement are made subject to the provisions of such documents and do not purport to be complete statements of any or all such provisions. All references in this Official Statement to the Indentures and such other documents are qualified in their entirety by reference to such documents, which are on file with the Agency. No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. No Registration with the SEC. The issuance and sale of the Bonds have not been registered under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, in reliance upon exemptions provided thereunder by Sections 3(a)(2) and 3(a)(12), respectively, for the issuance and sale of municipal securities. Public Offering Prices. The Underwriter may offer and sell the Bonds to certain dealers and dealer banks and banks acting as agent at prices lower than the public offering prices stated on the inside cover page of this Official Statement, and the Underwriter may change those public offering prices from time to time. Web Page. The City of La Quinta maintains a website. However, the information maintained on the website is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Bonds. TABLE OF CONTENTS Page INTRODUCTORY STATEMENT.................................................................................................................... 1 Authorityand Purpose.................................................................................................................................. 1 TheRedevelopment Plans............................................................................................................................ 2 TaxAllocation Financing............................................................................................................................. 2 Securityfor the Bonds.................................................................................................................................. 3 SeniorBonds................................................................................................................................................ 4 ReserveAccount........................................................................................................................................... 5 FurtherInformation...................................................................................................................................... 5 BONDINSURANCE......................................................................................................................................... 5 SOURCESAND USES OF FUNDS.................................................................................................................. 6 THEBONDS...................................................................................................................................................... 6 Authorityfor Issuance.................................................................................................................................. 6 Descriptionof the Bonds.............................................................................................................................. 6 Book -Entry System...................................................................................................................................... 7 OptionalRedemption................................................................................................................................... 7 SinkingFund Redemption............................................................................................................................ 7 SECURITY FOR THE BONDS......................................................................................................................... 8 TaxIncrement Financing............................................................................................................................ 10 Recognized Obligation Payment Schedule................................................................................................. 12 ParityBonds............................................................................................................................................... 14 THEINDENTURE........................................................................................................................................... 16 Allocationof Bond Proceeds...................................................................................................................... 16 Pledged Tax Revenues — Application......................................................................................................... 16 Investment of Moneys in Funds and Accounts.......................................................................................... 18 Covenantsof the Agency............................................................................................................................ 18 Events of Default and Remedies................................................................................................................ 21 Application of Funds Upon Acceleration................................................................................................... 22 Amendments............................................................................................................................................... 23 THE SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY .............................. 23 Membersand Officers................................................................................................................................ 24 AgencyPowers........................................................................................................................................... 24 RISKFACTORS.............................................................................................................................................. 25 Reductionin Taxable Value....................................................................................................................... 25 Risksto Real Estate Market....................................................................................................................... 26 Reductionin Inflationary Rate................................................................................................................... 26 DevelopmentRisks..................................................................................................................................... 26 Levy and Collection of Taxes..................................................................................................................... 27 StateBudget Issues..................................................................................................................................... 27 Recognized Obligation Payment Schedule................................................................................................. 28 AB 1484 Penalty for Failure to Remit Unencumbered Funds.................................................................... 29 Bankruptcy and Foreclosure....................................................................................................................... 30 EstimatedRevenues................................................................................................................................... 30 HazardousSubstances................................................................................................................................ 30 NaturalDisasters........................................................................................................................................ 31 Changesin the Law.................................................................................................................................... 31 InvestmentRisk.......................................................................................................................................... 31 AdditionalObligations............................................................................................................................... 32 0 TABLE OF CONTENTS (Continued) Page SecondaryMarket....................................................................................................................................... 32 No Validation Proceeding Undertaken....................................................................................................... 32 PROPERTY TAXATION IN CALIFORNIA.................................................................................................. 33 Property Tax Collection Procedures........................................................................................................... 33 UnitaryProperty......................................................................................................................................... 35 Article XIIIA of the State Constitution...................................................................................................... 35 Appropriations Limitation — Article XIIIB................................................................................................ 36 Articles XIIIC and XIIID of the State Constitution................................................................................... 36 Proposition87............................................................................................................................................. 37 RedevelopmentTime Limits...................................................................................................................... 37 Appeals of Assessed Values....................................................................................................................... 37 Proposition8............................................................................................................................................... 38 Propositions218 and 26............................................................................................................................. 38 FutureInitiatives......................................................................................................................................... 39 THEPROJECT AREAS................................................................................................................................... 39 ProjectArea No. 1— Background............................................................................................................... 39 Project Area No. 2 — Background............................................................................................................... 39 Redevelopment Plan Limitations............................................................................................................... 39 Location and Surrounding Area................................................................................................................. 41 Controls, Land Use and Building Restrictions........................................................................................... 41 Pass -Through Agreements and Obligations with Various Taxing Agencies ............................................. 41 Largest Local Secured Taxpayers.............................................................................................................. 43 Teeter Plan and Delinquency Rates............................................................................................................ 44 PLEDGED TAX REVENUES......................................................................................................................... 44 Schedule of Historical Pledged Tax Revenues........................................................................................... 44 Projected Taxable Valuation and Pledged Tax Revenues.......................................................................... 46 Series A Bonds Annual Debt Service......................................................................................................... 47 Series B Bonds Annual Debt Service......................................................................................................... 48 Combined Annual Debt Service................................................................................................................. 49 DebtService Coverage............................................................................................................................... 50 CONCLUDING INFORMATION................................................................................................................... 51 Underwriting.............................................................................................................................................. 51 Verification of Mathematical Accuracy..................................................................................................... 52 LegalOpinion............................................................................................................................................. 52 TaxExemption........................................................................................................................................... 52 Litigation.................................................................................................................................................... 53 Legality for Investment in California......................................................................................................... 55 Ratings........................................................................................................................................................ 55 ContinuingDisclosure................................................................................................................................ 56 Miscellaneous............................................................................................................................................. 58 ii TABLE OF CONTENTS (Continued) Page APPENDIX A DEFINITIONS...................................................................................................................... A-1 APPENDIX B FORM OF BOND COUNSEL OPINION.............................................................................B-1 APPENDIX C BOOK -ENTRY ONLY SYSTEM......................................................................................... C-1 APPENDIX D FORM OF CONTINUING DISCLOSURE AGREEMENT ................................................ D-1 APPENDIX E COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED JUKE 30, 2012 (EXCLUDING SUPPLEMENTARY INFORMATION) ............. E-1 APPENDIX F FINANCIAL ADVISOR'S REPORT................................................................................... F-1 APPENDIX G STATE DEPARTMENT OF FINANCE LETTER.............................................................. G-1 APPENDIX H SUPPLEMENTAL INFORMATION — THE CITY OF LA QUINTA................................ H-1 APPENDIX I SPECIMEN MUNICIPAL BOND INSURANCE POLICY..................................................I-1 ill OFFICIAL STATEMENT SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY La Quinta Redevelopment Project Areas No. 1 and 2 Subordinate Tax Allocation Refunding Bonds $99,050,000* $23,100,000* 2013 Series A 2013 Taxable Series B INTRODUCTORY STATEMENT This Official Statement, including the cover page, is provided to furnish information in connection with the sale by the Successor Agency to the La Quinta Redevelopment Agency (the "Agency") of $99,050,000* La Quinta Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Series A (the "Series A Bonds") and $23,100,000* La Quinta Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Taxable Series B (the "Series B Bonds") sometimes collectively referred to herein as the "Bonds". Authority and Purpose The Bonds are being issued pursuant to the Constitution and laws of the State of California (the "State"), including Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the "Bond Law") and an Indenture of Trust dated as of October 1, 2013 (the "Indenture") and a First Supplemental Indenture of Trust (the "First Supplemental Indenture") dated as of October 1, 2013, and together (the "Indentures") both by and between the Agency and U.S. Bank National Association, as trustee (the "Trustee"). See "THE BONDS — Authority for Issuance." The Bonds are being issued to refinance the previously issued $15,760,000 La Quinta Redevelopment Project Area No. 1, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. 1 Bonds") of which $15,105,000 are currently outstanding, the $6,750,000 La Quinta Redevelopment Project Area No. 2, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No.2 Bonds") of which $5,140,000 are currently outstanding, the $48,000,000 La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2001 (the "2001 Project Area No. 1 Bonds") of which $46,435,000 are currently outstanding, the $40,000,000 La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2002 (the "2002 Project Area No. 1 Bonds") of which $32,940,000 are currently outstanding and the $26,400,000 La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Taxable Series 2003 (the "2003 Project Area No. 1 Bonds") of which $21,625,000 are currently outstanding. The 1998 Project Area No. 1 Bonds, 1998 Project Area No. 2 Bonds, 2001 Project Area No. 1 Bonds, 2002 Project Area No. 1 Bonds and 2003 Project Area No. 1 Bonds are sometimes collectively referred to herein as the "Refunded Bonds." The City of La Quinta (the "City") is located 127 miles east of Los Angeles and 20 miles each of Palm Springs in Riverside County (the "County"). The City was originally a general law city incorporated on May 1, 1982, became a charter city in November, 1996 and provides for a Council -City Manager form of government consisting of five Council Members elected to four-year overlapping terms. The Mayor is directly elected by the citizens. The City encompasses an area of approximately 35.31 square miles. The population of the City was estimated to be 38,401 as of January 1, 2013. See Appendix H — "SUPPLEMENTAL INFORMATION — THE CITY OF LA QUINTA." The La Quinta Redevelopment Agency (the "Prior Agency") was established on July 5, 1983 by the City Council of the City with the adoption of Ordinance No. 34, pursuant to the Community Redevelopment Law (Part 1, Division 25, commencing with Section 33000 of the Health and Safety Code of the State) (the "Redevelopment Law"). On June 29, 2011, Assembly Bill No. 26 ("AB X1 26") was enacted as Chapter 5, Statutes of 2011, together with a companion bill, Assembly Bill No. 27 ("AB X1 27"). A lawsuit was brought in the California Supreme Court, California Redevelopment Association, et al. v. Matosantos, et al., 53 Cal. 4th 231 (Cal. Dec. 29, 2011), challenging the constitutionality of AB X1 26 and AB X1 27. The California Supreme Court largely upheld AB X1 26, invalidated AB X1 27, and held that AB X1 26 may be severed from AB X1 27 and enforced independently. As a result of AB X1 26 and the decision of the California Supreme Court in the California Redevelopment Association case, as of February 1, 2012, all redevelopment agencies in the State were dissolved, including the Prior Agency, and successor agencies were designated as successor entities to the former redevelopment agencies to expeditiously wind down the affairs of the former redevelopment agencies. The primary provisions enacted by AB X1 26 relating to the dissolution and wind down of former redevelopment agency affairs are Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the Health and Safety Code of the State, as amended on June 27, 2012 by Assembly Bill No. 1484 ("AB 1484"), enacted as Chapter 26, Statutes of 2012 (as amended from time to time, the "Dissolution Act"). On January 3, 2012, the City Council of the City elected to serve as Successor Agency to the La Quinta Redevelopment Agency (the "Agency"), pursuant to Resolution No. 2012-002, adopted by the City as the governing body of the Agency and Section 34173 of the Dissolution Act. Subdivision (g) of Section 34173 of the Dissolution Act, added by AB 1484, expressly affirms that the Agency is a separate public entity from the City, that the two entities shall not merge, and that the liabilities of the Prior Agency will not be transferred to the City nor will the assets of the Prior Agency become assets of the City. The Redevelopment Plans The Redevelopment Plan for the La Quinta Redevelopment Project Area No. 1 was approved by Ordinance No. 43 adopted by the City Council on November 29, 1983, and has been amended several times. The La Quinta Redevelopment Project Area No. 1 ("Project Area No. 1") encompasses 17.9 square miles (11,475 acres) commercial, public and residential properties. The Redevelopment Plan for the La Quinta Redevelopment Project Area No. 2 was approved by Ordinance No. 139 adopted by the City Council on May 16, 1989, and has also been amended several times. The La Quinta Redevelopment Project Area No. 2 ("Project Area No. 2") encompasses 3,130 acres of commercial, public and residential properties. Project Area No. 1 and Project Area No. 2 are referred to herein as the Project Areas, and the Redevelopment Plans for Project Area No. 1 and Project Area No.2 are referred to herein as the Redevelopment Plans. Tax Allocation Financing Prior to the enactment of AB X1 26, the Redevelopment Law authorized the financing of redevelopment projects through the use of tax increment revenues. This method provided that the taxable valuation of the property within a redevelopment project area on the property tax roll last equalized prior to the effective date of the ordinance which adopts the redevelopment plan becomes the base year valuation. Assuming the taxable valuation never drops below the base year level, the taxing agencies 2 thereafter received that portion of the taxes produced by applying then current tax rates to the base year valuation, and the redevelopment agency was allocated the remaining portion produced by applying then current tax rates to the increase in valuation over the base year. Such incremental tax revenues allocated to a redevelopment agency were authorized to be pledged to the payment of agency obligations. The Dissolution Act authorizes refunding bonds, including the Bonds, to be secured by a pledge of monies deposited from time to time in a Redevelopment Property Tax Trust Fund held by a county auditor -controller with respect to a successor agency, which are equivalent to the tax increment revenues that were formerly allocated under the Redevelopment Law to the redevelopment agency and formerly authorized under the Redevelopment Law to be used for the financing of redevelopment projects. Under the Indentures, Pledged Tax Revenues consist of the amounts deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to and as provided in the Dissolution Act. See "SECURITY FOR THE BONDS — Tax Increment Financing" herein for additional information. Successor agencies have no power to levy property taxes and must look specifically to the allocation of taxes as described above. See "RISK FACTORS." Security for the Bonds The Dissolution Act requires the County Auditor -Controller to determine the amount of property taxes that would have been allocated to the Prior Agency had the Prior Agency not been dissolved pursuant to the operation of AB XI 26, using current assessed values on the last equalized roll on August 20, and to deposit that amount in the Redevelopment Property Tax Trust Fund for the Agency established and held by the County Auditor -Controller (the "Redevelopment Property Tax Trust Fund") pursuant to the Dissolution Act. The Dissolution Act provides that any bonds authorized thereunder to be issued by the Agency will be considered indebtedness incurred by the dissolved Prior Agency, with the same legal effect as if the bonds had been issued prior to effective date of AB X1 26, in full conformity with the applicable provision of the Redevelopment Law that existed prior to that date, and will be included in the Agency's Recognized Obligation Payment Schedule (see Appendix A "DEFINITIONS" and "SECURITY FOR THE BONDS — Recognized Obligation Payment Schedule"). The Dissolution Act further provides that bonds authorized thereunder to be issued by the Agency will be secured by a pledge of, and lien on, and will be repaid from moneys deposited from time to time in the Redevelopment Property Tax Trust Fund, and that property tax revenues pledged to any bonds authorized under the Dissolution Act, such as the Bonds, are taxes allocated to the Agency pursuant to the provisions of the Redevelopment Law and the State Constitution which provided for the allocation of tax increment revenues under the Redevelopment Law, as described in the foregoing paragraph. In accordance with the Dissolution Act, "Pledged Tax Revenues" are defined under the Indentures as the portion of the monies deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section 34172 of the Dissolution Act, as provided in paragraph (2) of subdivision (a) of Section 34183 of the Dissolution Act. In accordance with the Dissolution Act, the Bonds and Parity Bonds shall be payable from and secured by, and Pledged Tax Revenues shall include, moneys deposited, from time to time, in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Health & Safety Code Section 34172, as provided in paragraph (2) of subdivision (a) of Health & Safety Code Section 34183, less the amount required to pay debt service on the Senior Bonds, as defined below. If, and to the extent, that the provisions of Section 34172 or paragraph (2) of subdivision (a) of Section 34183 are invalidated by a final judicial decision, then Pledged Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to Health & Safety Code Section 33670 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. The Bonds are payable from and secured by the Pledged Tax Revenues to be derived from the Project Areas, all of the monies in the Redevelopment Obligation Retirement Fund established and held by the Agency pursuant to the Dissolution Act, and all of the monies in the Debt Service Fund (including the Interest Account, the Principal Account, and the Reserve Account therein) established and held by the Trustee under the Indentures on a subordinate basis to the Senior Bonds. Taxes levied on the property within the Project Areas on that portion of the taxable valuation over and above the taxable valuation of the applicable base year property tax roll with respect to the various territories within the Project Areas, to the extent they constitute Pledged Tax Revenues, as described herein, will be deposited in the Redevelopment Property Tax Trust Fund for transfer by the County Auditor -Controller to the Agency's Redevelopment Obligation Retirement Fund on January 2 and June 1 of each year to the extent required for payments listed in the Agency's Recognized Obligation Payment Schedule in accordance with the requirements of the Dissolution Act (see "SECURITY FOR THE BONDS — Recognized Obligation Payment Schedule"). Monies deposited by the County Auditor -Controller into the Agency's Redevelopment Obligation Retirement Fund will be transferred by the Agency to the Trustee for deposit in the Debt Service Fund established under the Indentures and administered by the Trustee in accordance with the Indentures. Successor agencies have no power to levy property taxes and must look specifically to the allocation of taxes as described above. See "RISK FACTORS." Senior Bonds The Bonds are being issued by the Agency on a subordinate basis to the Prior Agency's loan obligation under the Loan Agreement, dated as of February 3, 2004 as supplemented by the First Supplemental Loan Agreement, dated as of June 1, 2004 (the "2004 Loan Obligation") in connection with the La Quinta Financing Authority's (the "Authority") $90,000,000 Local Agency Revenue Bonds, 2004 Series A (the "2004 Housing Bonds") of which $75,480,000 are currently outstanding, the previously issued $6,000,000 La Quinta Redevelopment Project Area No. 2, Subordinate Taxable Tax Allocation Bonds, Series 2011 (the "2011 Bonds") of which $5,930,000 are currently outstanding and the Prior Agency's obligation under the Loan Agreement, dated February 3, 2004 as supplemented by the Second Supplemental Loan Agreement, dated as of March 1, 2011 (the "2011 Loan Obligation") in connection with the Authority's previously issued $28,850,000 Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A (the "2011 Series A Bonds") of which $28,330,000 are currently outstanding. The 2004 Loan Obligation, 2011 Bonds and the 2011 Loan Obligation are sometimes referred to herein as the "Senior Bonds." Pursuant to the First Supplemental Loan Agreement and the Second Supplemental Loan Agreement, the 2004 Housing Bonds and 2011 Series A Bonds are payable from that portion of the tax revenues set aside as provided in Sections 33334.2 and 33334.3 of the Redevelopment Law for the Project Areas (the "Housing Set Aside"). Pursuant to the 2011 Bond Indenture, the 2011 Bonds are payable from the tax revenues from Project Area No. 2 less the tax revenues set aside as provided in Sections 33334.2 and 33334.3 of the Redevelopment Law and the tax revenues paid to certain taxing entities in the County pursuant to the senior pass -through obligations. Under the Dissolution Act, the Senior Bonds are payable from moneys deposited in the Redevelopment Obligation Payment Fund from the Redevelopment Property Tax Trust Fund on a senior lien basis to the Bonds. 4 Reserve Account In order to further secure the payment of the principal of and interest on the Bonds, proceeds of the Bonds will be used to purchase an Alternative Reserve Account Security to be deposited in a Reserve Account within the Debt Service Fund established pursuant to the Indentures. The amount of the Alternative Reserve Account Security will be equal to the Reserve Requirement of the Bonds. "Reserve Requirement" means, as of the date of computation, an amount equal to the combined lesser of (i) Maximum Annual Debt Service on the Bonds and any Parity Bonds, (ii) 10% of the net proceeds of the Bonds and any Parity Bonds, or (iii) 125% of the Annual Debt Service on all Bonds and any Parity Bonds Outstanding. Further Information Brief descriptions of the Bonds, the Indentures, the Agency, the Prior Agency and the City are included in this Official Statement. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Indentures, the Bond Law, the Redevelopment Law, the Dissolution Act, the Constitution and the laws of the State as well as the proceedings of the Prior Agency, the Agency and the City are qualified in their entirety by reference to such documents. References herein to the Bonds are qualified in their entirety by the form thereof included in the Indentures and the information with respect thereto included herein, copies of which are all available for inspection at the offices of the Agency. During the period of the offering of the Bonds, copies of the forms of all documents are available at the offices of Southwest Securities, Inc., 2533 South Coast Hwy 101, Suite 250, Cardiff by the Sea, California 92007, and thereafter from the City Clerk's office, City of La Quinta, 78-495 Calle Tampico, La Quinta, California 92253. BOND INSURANCE (Information to Follow) 6YII1�Z"IM— AMiI.1VD12X1 M_i The estimated sources and uses of funds is summarized as follows: Series A Bonds Series B Bonds Sources: Principal Amount of Bonds Refunded Bonds Released Funds Underwriter's Discount Original Issue Premium Total Sources Uses: 1998 Project Area No. 1 Bonds Escrow Fund 2001 Project Area No. 1 Bonds Escrow Fund 2002 Project Area No. 1 Bonds Escrow Fund 2003 Project Area No. 1 Bonds Escrow Fund 1998 Project Area No. 2 Bonds Escrow Fund Reserve Account(2) Costs of Issuance Fund(3) Total Uses (1) Amount sufficient to pay principal, redemption price and interest on the Refunded Bonds upon redemption. (2) Funded by a Reserve Account Surety Bond issued by the Bond Insurer in an amount equal to the Reserve Requirement for the Bonds. (3) Costs of Issuance include fees and expenses for Bond Counsel, Disclosure Counsel, Financial Advisor, Trustee, printing expenses, rating fee and other costs. THE BONDS Authority for Issuance The Bonds were authorized for issuance pursuant to the Indentures, the Bond Law, and the Dissolution Act. The issuance of the Bonds and the Indentures were authorized by the Agency pursuant to Resolution No. SA 2013-004 adopted on June 4, 2013 (the "Resolution"), and by the Oversight Board for the Agency pursuant to Resolution No. OB 2013-006 adopted on June 5, 2013 (the "Oversight Board Action"). Written notice of the Oversight Board Resolution was provided to the State Department of Finance ("DOF") pursuant to the Dissolution Act on June 5, 2013, and the DOF requested a review within five business days of such written notice. On , 2013, which is within the time period allotted under the Dissolution Act for the DOF to review the Oversight Board's approving resolution, the DOF provided a letter to the Agency stating that based on the DOF's review and application of the law, the Oversight Board Action approving the Bonds is approved by the DOF. See Appendix G — "STATE DEPARTMENT OF FINANCE LETTER." Description of the Bonds The Bonds will be executed and delivered as one fully -registered Bond in the denomination of $5,000 or any integral multiple thereof for each maturity, initially in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"), as registered owner of all Bonds. See "Book -Entry System" below. The initially executed and delivered Bonds will be dated the Delivery 0 Date and mature on September 1 in the years and in the amounts shown on the inside cover page of this Official Statement. Interest on the Bonds will be calculated at the rates shown on the inside cover page of this Official Statement, payable semiannually on March 1 and September 1 in each year, commencing on March 1, 2014, by check mailed to the registered owners thereof or upon the request of the Owners of $1,000,000 or more in principal amount of Bonds, by wire transfer to an account in the United States which shall be designated in written instructions by such Owner to the Trustee on or before the Record Date preceding the Interest Payment Date. Book -Entry System The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. See Appendix C — "BOOK -ENTRY ONLY SYSTEM." Optional Redemption Optional Redemption. The Series A Bonds may be called before maturity and redeemed at the option of the Agency, in whole or in part, from the proceeds of refunding bonds or other available funds, on September 1, 2023 or on any date thereafter prior to maturity. Bonds called for redemption will be redeemed at the following redemption price (expressed as a percentage of the principal amount of Bonds to be redeemed) plus accrued interest to the redemption date: Redemption Date Redemption Price September 1, 2023 and thereafter 100% The Series B Bonds may be called before maturity and redeemed at the option of the Agency, in whole or in part, from the proceeds of refunding bonds or other available funds, on September 1, 2023 or on any date thereafter prior to maturity. Bonds called for redemption will be redeemed at the following redemption price (expressed as a percentage of the principal amount of Bonds to be redeemed) plus accrued interest to the redemption date: Redemption Date Redemption Price September 1, 2023 and thereafter 100% Sinking Fund Redemption The Series A Bonds are not subject to mandatory redemption. The Series B Bonds maturing on September 1, 2026, September 1, 2029 and September 1, 2032. will be subject to mandatory redemption in part, by lot, on September 1, 2024, September 1, 2027 and September 1, 2030 and on each September 1 until maturity, at a redemption price equal to the principal amount thereof together with accrued interest thereon to the redemption date, without premium, from minimum sinking fund payments on hand in the Debt Service Fund in the years and amounts as follows: 7 2026 TERM Year Amount 2024 $ 2025 2026 (maturity) 2029 TERM Year Amount 2027 $ 2028 2029 (maturity) 2032 TERM Year Amount 2030 $ 2031 2032 (maturity) SECURITY FOR THE BONDS The Dissolution Act requires the County Auditor -Controller to determine the amount of property taxes that would have been allocated to the Prior Agency (pursuant to subdivision (b) of Section 16 of Article XVI of the State Constitution) had the Prior Agency not been dissolved pursuant to the operation of AB X1 26, using current assessed values on the last equalized roll on August 20, and to deposit that amount in the Redevelopment Property Tax Trust Fund for the Agency established and held by the County Auditor -Controller pursuant to the Dissolution Act. The Dissolution Act provides that any bonds authorized thereunder to be issued by the Agency will be considered indebtedness incurred by the dissolved Prior Agency, with the same legal effect as if the bonds had been issued prior to effective date of AB X1 26, in full conformity with the applicable provision of the Redevelopment Law that existed prior to that date, and will be included in the Agency's Recognized Obligation Payment Schedule (see Appendix A — "DEFINITIONS" and "SECURITY FOR THE BONDS — Recognized Obligation Payment Schedule"). The Dissolution Act further provides that bonds authorized thereunder to be issued by the Agency will be secured by a pledge of, and lien on, and will be repaid from moneys deposited from time to time in the Redevelopment Property Tax Trust Fund, and that property tax revenues pledged to any bonds authorized to be issued by the Agency under the Dissolution Act, including the Bonds, are taxes allocated to the Agency pursuant to the subdivision (b) of Section 33670 of the Redevelopment Law and Section 16 of Article XVI of the State Constitution. Pursuant to subdivision (b) of Section 33670 of the Redevelopment Law and Section 16 of Article XVI of the Constitution of the State and as provided in the Redevelopment Plans, taxes levied upon taxable property in the Project Area each year by or for the benefit of the State, any city, county, city and county, district, or other public corporation (herein sometimes collectively called "taxing agencies") after the effective date of the ordinance approving the Redevelopment Plans, or the respective effective dates of ordinances approving amendments to the Redevelopment Plans that added territory to the Project Areas, as applicable, are to be divided as follows: (a) To Taxing Agencies: That portion of the taxes which would be produced by the rate upon which the tax is levied each year by or for each of the taxing agencies upon the total sum of the assessed value of the taxable property in the Project Areas as shown upon the assessment roll used in connection with the taxation of such property by such taxing agency last equalized prior to the effective date of the ordinance adopting the Redevelopment Plans, or the respective effective dates of ordinances approving amendments to the Redevelopment Plans that added territory to the Project Areas, as applicable (each, a "base year valuation"), will be allocated to, and when collected will be paid into, the funds of the respective taxing agencies as taxes by or for the taxing agencies on all other property are paid; and (b) To the Prior Agency/Agency: Except for that portion of the taxes in excess of the amount identified in (a) above which are attributable to a tax rate levied by a taxing agency for the purpose of producing revenues in an amount sufficient to make annual repayments of the principal of, and the interest on, any bonded indebtedness approved by the voters of the taxing agency on or after January 1, 1989 for the acquisition or improvement of real property, which portion shall be allocated to, and when collected shall be paid into, the fund of that taxing agency, that portion of the levied taxes each year in excess of such amount, annually allocated within the Plan Limit following the Delivery Date, when collected will be paid into a special fund of the Prior Agency. Section 34172 of the Dissolution Act provides that, for purposes of Section 16 of Article XVI of the State Constitution, the Redevelopment Property Tax Trust Fund shall be deemed to be a special fund of the Agency to pay the debt service on indebtedness incurred by the Prior Agency or the Agency to finance or refinance the redevelopment projects of the Prior Agency. That portion of the levied taxes described in paragraph (b) above, less amounts deducted pursuant to Section 34183(a) of the Dissolution Act for permitted administrative costs of the County Auditor - Controller, constitute the amounts required under the Dissolution Act to be deposited by the County Auditor -Controller into the Redevelopment Property Tax Trust Fund. In addition, Section 34183 of the Dissolution Act effectively eliminates the January 1, 1989 date from paragraph (b) above. "Pledged Tax Revenues" are defined under the Indentures as the portion of the monies deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section 34172 of the Dissolution Act, as provided in paragraph (2) of subdivision (a) of Section 34183 of the Dissolution Act less the amount required to pay debt service on the Senior Bonds. If, and to the extent, that the provisions of Section 34172 or paragraph (2) of subdivision (a) of Section 34183 are invalidated by a final judicial decision, then Pledged Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to Health & Safety Code Section 33670 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. On a subordinate basis to the Senior Bonds (see "INTRODUCTORY STATEMENT — Senior Bonds") the Bonds are payable from and secured by the Pledged Tax Revenues to be derived from the Project Areas. The Bonds are payable from and secured by (i) an irrevocable pledge of the Pledged Tax Revenues to be derived from the Project Areas, (ii) an irrevocable pledge of all of the monies in the Redevelopment Obligation Retirement Fund established and held by the Agency pursuant to the Dissolution Act, and (iii) an irrevocable first pledge and lien on all of the monies in the Debt Service Fund (including the Interest Account, the Principal Account and the Reserve Account therein) established and held by the Trustee in trust for the Bondowners under the Indentures. Taxes levied on the property within the Project Areas on that portion of the taxable valuation over and above the taxable valuation of the applicable base year property tax roll with respect to the various territories within the Project Areas, to the extent they constitute Pledged Tax Revenues, as described herein, will be deposited in the Redevelopment Property Tax Trust Fund for transfer by the County 0 Auditor -Controller to the Agency's Redevelopment Obligation Retirement Fund on January 2 and June 1 of each year to the extent required for payments listed in the Agency's Recognized Obligation Payment Schedule in accordance with the requirements of the Dissolution Act (see "SECURITY FOR THE BONDS Recognized Obligation Payment Schedule"). Monies deposited by the County Auditor - Controller into the Agency's Redevelopment Obligation Retirement Fund will be transferred by the Agency to the Trustee for deposit in the Debt Service Fund for the Senior Bonds and then for deposit in the Debt Service Fund established under the Indentures and administered by the Trustee in accordance with the Indentures. The Agency has no power to levy and collect taxes, and various factors beyond its control could affect the amount of Pledged Tax Revenues available in any six-month period to pay the principal of and interest on the Bonds (see "SECURITY FOR THE BONDS — Tax Increment Financing" and "— Recognized Obligation Payment Schedule" and "RISK FACTORS"). The Bonds are not a debt of the City, the State or any of its political subdivisions (except the Agency), and none of the City, the State or any of its political subdivisions (except the Agency) is liable therefor. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Tax Increment Financing Prior to the enactment of AB XI 26, the Redevelopment Law authorized the financing of redevelopment projects through the use of tax increment revenues. This method provided that the taxable valuation of the property within a redevelopment project area on the property tax roll last equalized prior to the effective date of the ordinance which adopts the redevelopment plan becomes the base year valuation. Assuming the taxable valuation never drops below the base year level, the taxing agencies thereafter received that portion of the taxes produced by applying then current tax rates to the base year valuation, and the redevelopment agency was allocated the remaining portion produced by applying then current tax rates to the increase in valuation over the base year. Such incremental tax revenues allocated to a redevelopment agency were authorized to be pledged to the payment of redevelopment agency obligations. The Dissolution Act authorizes refunding bonds, including the Bonds, to be secured by a pledge of monies deposited from time to time in a Redevelopment Property Tax Trust Fund held by a county auditor -controller with respect to a successor agency, which are equivalent to the tax increment revenues that were formerly allocated under the Redevelopment Law to the redevelopment agency and formerly authorized under the Redevelopment Law to be used for the financing of redevelopment projects, less amounts deducted pursuant to Section 34183(a) of the Dissolution Act for permitted administrative costs of the county auditor -controller. Under the Indentures, Pledged Tax Revenues consist of the amounts deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to and as provided in the Dissolution Act after payment of the Senior Bonds (see "INTRODUCTORY STATEMENT — Senior Bonds"). Successor agencies have no power to levy property taxes and must look specifically to the allocation of taxes as described above. See "RISK FACTORS." Prior to the dissolution of redevelopment agencies, tax increment revenues from one project area could not be used to repay indebtedness incurred for another project area. However, the Dissolution Act has only required that county auditor -controllers establish a single Redevelopment Property Tax Trust Fund with respect to each former redevelopment agency within the respective county. Additionally, the Dissolution Act now requires that all revenues equivalent to the amount that would have been allocated as tax increment to the former redevelopment agency will be allocated to the Redevelopment Property Tax Trust Fund of the applicable successor agency, and this requirement does not require funds derived from 10 separate project areas of a former redevelopment agency to be separated. In effect, in situations where a former redevelopment agency had established more than one redevelopment project area, the Dissolution Act combines the property tax revenues derived from all project areas into a single trust fund, the Redevelopment Property Tax Trust Fund, to repay indebtedness of the former redevelopment agency or the successor agency. To the extent the documents governing outstanding bonds of a redevelopment agency have pledged revenues derived from a specific project area, the Dissolution Act states, "It is the intent ... that pledges of revenues associated with enforceable obligations of the former redevelopment agencies are to be honored. It is intended that the cessation of any redevelopment agency shall not affect either the pledge, the legal existence of that pledge, or the stream of revenues available to meet the requirements of the pledge." The implications of these provisions of the Dissolution Act are not entirely clear when a former redevelopment agency has established more than one redevelopment project area. However, with respect to the Bonds, the Prior Agency established two redevelopment project area, which are the Project Areas. Therefore, all of the Pledged Tax Revenues will derive solely from the Project Areas, and the Agency and the Prior Agency have no obligations deriving from any project area other than the Project Areas. The Redevelopment Law authorized redevelopment agencies to make payments to school districts and other taxing agencies to alleviate any financial burden or detriments to such taxing agencies caused by a redevelopment project. The Prior Agency entered into several agreements for this purpose (the "Pass -Through Agreements"). Some, but not all, of the Pass -Through Agreements expressly provide that payments thereunder are subordinate to payments on the Prior Agency's bonds. (See "THE PROJECT AREAS Pass -Through Agreements"). Additionally, Section 33607.5 and 33607.7 of the Redevelopment Law required mandatory tax sharing applicable to redevelopment projects adopted after January 1, 1994, or amended thereafter in certain manners specified in such statutes (the "Statutory Pass - Through Amounts"). The Dissolution Act requires the County Auditor -Controller to distribute from the Redevelopment Property Tax Trust Fund amounts required to be distributed under the Pass -Through Agreements and for Statutory Pass -Through Amounts to the taxing entities for each six-month period before amounts are distributed by the County Auditor -Controller from the Redevelopment Property Tax Trust Fund to the Agency's Redevelopment Obligation Retirement Fund each January 2 and June 1, unless (i) pass -through payment obligations have previously been made subordinate to debt service payments for the bonded indebtedness of the Prior Agency, as succeeded by the Agency, (ii) the Agency has reported, no later than the December 1 and May 1 preceding the January 2 or June 1 distribution date, that the total amount available to the Agency from the Redevelopment Property Tax Trust Fund allocation to the Agency's Redevelopment Obligation Retirement Fund, from other funds transferred from the Prior Agency, and from funds that have or will become available through asset sales and all redevelopment operations is insufficient to fund the Agency's enforceable obligations, pass -through payments, and the Agency's administrative cost allowance for the applicable six-month period, and (iii) the State Controller has concurred with the Agency that there are insufficient funds for such purposes for the applicable six- month period. If the requirements stated in clauses (i) through (iii) of the foregoing paragraph have been met, the Dissolution Act provides for certain modifications in the distributions otherwise calculated to be distributed for such six-month period. To provide for calculated shortages to be paid to the Agency for enforceable obligations, the amount of the deficiency will first be deducted from the residual amount otherwise calculated to be distributed to the taxing entities under the Dissolution Act after payment of the Agency's enforceable obligations, pass -through payments, and the Agency's administrative cost allowance. If such residual amount is exhausted, the amount of the remaining deficiency will be deducted from amounts available for distribution to the Agency for administrative costs for the applicable six- month period in order to fund the enforceable obligations. Finally, funds required for servicing bond debt may be deducted from the amounts to be distributed under Pass -Through Agreements and for Statutory Tax Sharing Amounts, in order to be paid to the Agency for enforceable obligations, but only after the 11 amounts described in the previous two sentences have been exhausted. The Dissolution Act provides for a procedure by which the Agency may make Statutory Tax Sharing Amounts subordinate to the Bonds; however, the Agency has determined not to undertake such procedure, and therefore, Statutory Tax Sharing Amounts are not subordinate to the Bonds (see "THE PROJECT AREAS — Statutory Pass- Throughs"). The Agency cannot guarantee that this process prescribed by the Dissolution Act of administering the Pledged Tax Revenues and the subordinations provided in the Pass -Through Agreements will effectively result in adequate Pledged Tax Revenues for the payment of principal and interest on the Bonds when due. See "SECURITY FOR THE BONDS — Recognized Obligation Payment Schedule." See also "THE PROJECT AREAS — Pass -Through Agreements" and "— Statutory Pass-Throughs" for additional information regarding the Pass -Through Agreements and the Statutory Tax Sharing Amounts applicable to the Agency and the revenues derived from the Project Areas. Recognized Obligation Payment Schedule Before each six-month period, the Dissolution Act requires successor agencies to prepare and approve, and submit to the successor agency's oversight board and the State Department of Finance for approval, a Recognized Obligation Payment Schedule (the "Recognized Obligation Payment Schedule") pursuant to which enforceable obligations (as defined in the Dissolution Act) of the successor agency are listed, together with the source of funds to be used to pay for each enforceable obligation. As defined in the Dissolution Act, "enforceable obligation" includes bonds, including the required debt service, reserve set -asides, and any other payments required under the indenture or similar documents governing the issuance of the outstanding bonds of the former redevelopment agency, as well as other obligations such as loans, judgments or settlements against the former redevelopment agency, any legally binding and enforceable agreement that is not otherwise void as violating the debt limit or public policy, contracts necessary for the administration or operation of the successor agency, and amounts borrowed from the Low and Moderate Income Housing Fund. A reserve may be included on the Recognized Obligation Payment Schedule and held by the successor agency when required by the bond indenture or when the next property tax allocation will be insufficient to pay all obligations due under the provisions of the bond for the next payment due in the following six-month period (see "THE INDENTURE — Covenants of the Agency"). Under the Dissolution Act, the categories of sources of payments for enforceable obligations listed on a Recognized Obligation Payment Schedule are the following: (i) the Low and Moderate Income Housing Fund, (ii) bond proceeds, (iii) reserve balances, (iv) administrative cost allowance, (v) the Redevelopment Property Tax Trust Fund (but only to the extent no other funding source is available or when payment from property tax revenues is required by an enforceable obligation or otherwise required under the Dissolution Act), or (vi) other revenue sources (including rents, concessions, asset sale proceeds, interest earnings, and any other revenues derived from the former redevelopment agency, as approved by the oversight board). Other than amounts deposited in the Redevelopment Property Tax Trust Fund and amounts held in funds and accounts under the Indentures, the Agency does not expect to have any other funds available to pay the Bonds. The Dissolution Act provides that, commencing on the date the first Recognized Obligation Payment Schedule is valid thereunder, only those payments listed in the Recognized Obligation Payment Schedule may be made by the Agency from the funds specified in the Recognized Obligation Payment Schedule. The Recognized Obligation Payment Schedule, with respect to each six-month period beginning January 1 and July 1, must be submitted by the Agency, after approval by the Oversight Board, to the County Administrative Officer, the County Auditor -Controller, the State Department of Finance, and the State Controller by 90 days before the date of the next January 2 or June 1 property tax distribution. If the 12 Agency does not submit an Oversight Board -approved Recognized Obligation Payment Schedule by such deadlines, the City will be subject to a civil penalty equal to $10,000 per day for every day the schedule is not submitted to the State Department of Finance. Additionally, the Agency's administrative cost allowance is reduced by 25% if the Agency does not submit an Oversight Board -approved Recognized Obligation Payment Schedule by the 80th day before the date of the next January 2 or June 1 property tax distribution, as applicable, with respect to the Recognized Obligation Payment Schedule for subsequent six-month periods. For additional information regarding procedures under the Dissolution Act relating to late Recognized Obligation Payment Schedules and implications thereof on the Bonds, see "RISK FACTORS — Recognized Obligation Payment Schedule." The Dissolution Act requires the State Department of Finance to make a determination of the enforceable obligations and the amounts and funding sources of the enforceable obligations no later than 45 days after the Recognized Obligation Payment Schedule is submitted. Within five business days of the determination by the State Department of Finance, the Agency may request additional review by the department and an opportunity to meet and confer on disputed items, if any. The State Department of Finance will notify the Agency and the County Auditor -Controller as to the outcome of its review at least 15 days before the January 2 or June I date of property tax distribution, as applicable. Additionally, the County Auditor -Controller may review a submitted Recognized Obligation Payment Schedule and object to the inclusion of any items that are not demonstrated to be enforceable obligations and may object to the funding source proposed for any items, provided that the County Auditor -Controller must provide notice of any such objections to the Agency, the Oversight Board, and the State Department of Finance at least 60 days prior to the January 2 or June 1 date of property tax distribution, as applicable. In connection with the allocation and distribution by the County Auditor -Controller of property tax revenues deposited in the Redevelopment Property Tax Trust Fund, under the Dissolution Act the County Auditor -Controller must prepare estimates of the amounts of (i) property tax to be allocated and distributed and (ii) the amounts of pass -through payments to be made in the upcoming six-month period, and provide those estimates to the entities receiving the distributions and the State Department of Finance no later than October 1 and April 1 of each year, as applicable. If, after receiving such estimate from the County Auditor -Controller, the Agency determines and reports, no later than December 1 or May 1, as applicable (i.e., by December 1, 2013 with respect to the Recognized Obligation Payment Schedule for January 2, 2014 through June 30, 2014), that the total amount available to the Agency from the Redevelopment Property Tax Trust Fund allocation to the Agency's Redevelopment Obligation Retirement Fund, from other funds transferred from the Prior Agency, and from funds that have or will become available through asset sales and all redevelopment operations, is insufficient to fund the payment of pass -through obligations, for Agency enforceable obligations listed on the Recognized Obligation Payment Schedule, and for the Agency's administrative cost allowance, the County Auditor -Controller must notify the State Controller and the State Department of Finance no later than 10 days from the date of the Agency's notification. If the State Controller concurs that there are insufficient funds to pay required debt service, the Dissolution Act provides for certain adjustments to be made to the estimated distributions, as described in more detail under "SECURITY FOR THE BONDS — Tax Increment Financing" above. The Dissolution Act provides that any bonds authorized thereunder to be issued by the Agency will be considered indebtedness incurred by the dissolved Prior Agency, with the same legal effect as if the bonds had been issued prior to effective date of AB X1 26, in full conformity with the applicable provision of the Redevelopment Law that existed prior to that date, and will be included in the Agency's Recognized Obligation Payment Schedule. Additionally, if an enforceable obligation provides for an irrevocable commitment of property tax revenue and where allocation of revenues is expected to occur over time, the Dissolution Act provides that a successor agency may petition the State Department of Finance to provide written confirmation that its determination of such enforceable obligation as approved 13 in a Recognized Obligation Payment Schedule is final and conclusive, and reflects the department's approval of subsequent payments made pursuant to the enforceable obligation. If the confirmation is granted by the State Department of Finance, then the State Department of Finance's review of such payments in each future Recognized Obligation Payment Schedule will be limited to confirming that they are required by the prior enforceable obligation. The Agency has covenanted to take all actions required under the Dissolution Act to include scheduled debt service on the Senior Bonds and on the Bonds, as well as any amount required under the Indentures to replenish the Reserve Account of the Debt Service Fund, in Recognized Obligation Payment Schedules for each six-month period so as to enable the County Auditor -Controller to distribute from the Redevelopment Property Tax Trust Fund to the Agency's Redevelopment Obligation Retirement Fund on each January 2 and June 1 amounts required for the Agency to pay principal of, and interest on, the Senior Bonds and the Bonds coming due in the respective six-month period, including listing a reserve on the Recognized Obligation Payment Schedule to the extent required by the Senior Bonds indentures and the Indentures or when the next property tax allocation is projected to be insufficient to pay all obligations due under the provisions of the Senior Bonds and the Bonds for the next payment due in the following six-month period (see "THE INDENTURE — Covenants of the Agency"). Parity Bonds Under the Indentures, in addition to the Bonds, the Agency may issue or incur additional tax allocation bonds (including, without limitation, bonds, notes, interim certificates, debentures or other obligations) secured by a pledge and lien on Pledged Tax Revenues on a parity with the Bonds ("Parity Bonds") in such principal amount as shall be determined by the Agency, pursuant to a separate or Supplemental Indenture adopted or entered into by the Agency and Trustee and for such purposes as are permitted under the Dissolution Act, including without limitation Section 34177.5 thereof. Section 34177.5 of the Dissolution Act presently permits successor agencies to issue bonds or incur other indebtedness secured by property tax revenues comprised of former tax increment and required to be deposited into the respective Redevelopment Property Tax Trust Fund for the applicable successor agency under limited circumstances: (i) to provide debt service savings to the successor agency; (ii) for the purpose of financing debt service spikes, including balloon maturities; provided, (A) the existing indebtedness is not accelerated, except to the extent necessary to achieve substantially level debt service, and (B) the principal amount of the refunding bonds or the indebtedness will not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance; (iii) for the purpose of amending an existing enforceable obligation under which the successor agency is obligated to reimburse a political subdivision of the state for the payment of debt service on a bond or other obligation of the political subdivision or to pay all or a portion of the debt service on the bond or other obligation of the political subdivision to provide savings to the successor agency, when such amendment is in connection with a refunding of the bonds or other obligations of the separate political subdivision so that the enforceable obligation will apply to the refunding obligations of the political subdivision; or (iv) for the purpose of making payments under an existing enforceable obligation when the enforceable obligation includes the irrevocable pledge of property tax increment (i.e., 14 formerly tax increment revenues prior to the effective date of the Dissolution Act) or other funds and the obligation to issue bonds secured by that pledge. When bonds are issued pursuant to the situations contemplated in clauses (i) and (iii), the following two constraints apply to the size of the financing: (A) the total interest cost to maturity on the refunding bonds or indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (B) the principal amount of the refunding bonds or the indebtedness will not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance. If the foregoing conditions are satisfied, the initial principal amount of the refunding bonds or indebtedness may be greater than the outstanding principal amount of the bonds or other indebtedness to be refunded. The successor agency may pledge to the refunding bonds or other indebtedness the revenues pledged to the bonds or other indebtedness being refunded, having the same lien priority as the pledge of the bonds or other obligations to be refunded. Subject to the foregoing, the Agency may issue or incur such Parity Bonds subject to the following additional specific conditions precedent: (a) The Agency will be in compliance with all covenants set forth in the Indentures; (b) The Oversight Board shall have approved the issuance of Parity Bonds; (c) The Parity Bonds will be on such terms and conditions as may be set forth in a separate or Supplemental Indenture, which will provide for (i) bonds substantially in accordance with the Indentures, and (ii) the deposit of moneys into the Reserve Account in an amount sufficient, together with the balance of the Reserve Account, to equal the Reserve Requirement on all Bonds expected to be outstanding including the Bonds; (d) Receipt of a certificate or opinion of an Independent Financial Consultant stating: (i) For the current and each future Bond Year the debt service for each such Bond Year with respect to all Bonds and other Parity Bonds reasonably expected to be outstanding following the issuance of the Parity Bonds; (ii) For the then current Fiscal Year, the Pledged Tax Revenues to be received by the Agency based upon the most recently certified assessed valuation of taxable property in the Project Areas provided by the appropriate officer of the County; (iii) For each future Fiscal Year, the Pledged Tax Revenues referred to in item (ii) together with (a) the amount determined in accordance with Section 51(a) of the California Revenue and Taxation Code and (b) the amount of Pledged Tax Revenues to be payable with respect to construction completed but not yet on the tax roll, and taking into account the expiration of the time to receive Pledged Tax Revenues with respect to any portion of the Project Areas and any amounts to be paid pursuant to the Pass Through Agreements and the Statutory Pass -Through Amounts; and (iv) That for 'the then current Fiscal Year, the Pledged Tax Revenues referred to in item (ii) and for each future Fiscal Year the Pledged Tax Revenues referred to in item (iii) are at least equal to the sum of 125% of the Maximum Annual Debt Service with respect to the amounts referred to in item (i) above (excluding debt service with respect to any portion of the Parity Bonds deposited in an escrowed proceeds account to the extent such debt service is paid from earnings on the investment of such 15 funds), and, for the then current Fiscal Year, 100% of Annual Debt Service with respect to any subordinate debt and that the Agency is entitled under the Dissolution Act, the Redevelopment Law and the Redevelopment Plans to receive taxes under Section 33670 of the Redevelopment Law in an amount sufficient to meet expected debt service with respect to all Bonds, and other Parity Bonds. (e) The Parity Bonds 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 Bonds until the next succeeding March 1 or September 1) provided, however, nothing herein shall preclude the Agency from issuing and selling Parity Bonds which do not pay current interest. THEINDENTURE The following is a summary of certain provisions of the Indentures and does not purport to be complete. Reference is hereby made to the Indenture and to APPENDIX A for the definition of certain terms used herein. Copies of the Indenture are available from the Agency upon request. All capitalized terms used herein and not otherwise defined will have the same meaning as used in the Indentures. Allocation of Bond Proceeds Under the Dissolution Act, the Agency has previously established a special trust fund called the Redevelopment Obligation Retirement Fund (the "Redevelopment Obligation Retirement Fund"), which is held by the Agency and into which the County Auditor -Controller distributes property tax revenues each January 2 and June 1 from the Redevelopment Property Tax Trust Fund for the payment by the Agency of enforceable obligations pursuant to the Recognized Obligation Payment Schedule. There is established by the Indentures a special trust fund known as the "Debt Service Fund," and the accounts therein referred to below, which will be held by the Trustee. The Agency will deposit all of the Pledged Tax Revenues received in any Bond Year from the Redevelopment Property Tax Trust Fund in accordance with the Dissolution Act in the Redevelopment Obligation Retirement Fund promptly upon receipt thereof by the Agency, and promptly thereafter shall deposit amounts received therein to the Debt Service Fund established and held under the Indentures until such time during such Bond Year as the amounts so transferred to the Debt Service Fund under the Indentures equal the aggregate amounts required to be transferred to the Trustee for deposit into the Interest Account, the Principal Account and the Reserve Account of the Debt Service Fund in such Bond Year pursuant to the Indentures and for deposit in such Bond Year in the funds and accounts established with respect to Parity Bonds, as provided in any Supplemental Indenture. Pledged Tax Revenues — Application There are established under the Indentures accounts within the Debt Service Fund as set forth below, to be known respectively as the Interest Account, the Principal Account and the Reserve Account. Moneys in the Redevelopment Obligation Retirement Fund will be transferred by the Agency to the Trustee in the following amounts at the following times, for deposit by the Trustee in the following respective accounts within the Debt Service Fund, which are continued with the Trustee, in the following order of priority: (a) Interest Account. On or before the 5th Business Day preceding each Interest Payment Date, the Agency will withdraw from the Redevelopment Obligation Retirement Fund and transfer to the Trustee for deposit in the Interest Account an amount which, when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date and the next following Interest Payment 16 Date. No such transfer and deposit need to be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the Outstanding Bonds. Subject to the Indentures, 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 as it becomes due and payable (including accrued interest on any Bonds redeemed prior to maturity pursuant to the Indentures). (b) Principal Account. On or before the 5th Business Day preceding September 1 in each year beginning September 1, 2014, the Agency will withdraw from the Redevelopment Obligation Retirement Fund and transfer to the Trustee for deposit in the Principal Account an amount equal to the principal payments becoming due and payable on the Outstanding Bonds on such September 1, to the extent monies on deposit in the Redevelopment Obligation Retirement Fund are available therefor. No such transfer and deposit need be made to the Principal Account if the amount contained therein is at least equal to the principal payments to become due on such September 1 on all Outstanding Bonds. Subject to the Indentures, all moneys in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of paying the principal payments of the Bonds as it becomes due and payable. (c) Reserve Account. In the event that the Agency fails to deposit with the Trustee no later than five (5) Business Days before any Interest Payment Date the full amount of the interest, principal payments required to be deposited pursuant to the Indentures, the Trustee will, five (5) Business Days before such Interest Payment Date, withdraw from the Reserve Account an amount equal to any such deficiency and will notify the Agency of any such withdrawal. Promptly upon receipt of any such notice, the Agency will withdraw from the Redevelopment Obligation Retirement Fund and transfer to the Trustee for deposit in the Reserve Account that will be sufficient to maintain the Reserve Requirement on deposit in the Reserve Account and the Reserve Account of any additional Parity Bonds. If there is not sufficient moneys in the Redevelopment Obligation Retirement Fund to transfer an amount that will be sufficient to maintain the Reserve Requirement on deposit in the Reserve Account and the Reserve Account of any additional Parity Bonds, the Agency shall have an obligation to continue making transfers of Pledged Tax Revenues into the Redevelopment Obligation Retirement Fund, as such revenues become available, and thereafter, as moneys become available in the Redevelopment Obligation Retirement Fund, shall make transfers to the Reserve Account and the Reserve Account for any additional Parity Bonds until there is an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account and the Reserve Account for any additional Parity Bonds on a combined basis. No such transfer and deposit need be made to the Reserve Account (or any subaccount therein) so long as there is on deposit therein a sum at least equal to the Reserve Requirement. Subject to the Indentures, all money in the Reserve Account will be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account and the Principal Account (and subaccounts therein, as the case may be), in such order of priority, in the event of any deficiency at any time in any of such accounts or for the retirement of all the Bonds then Outstanding, except that so long as the Agency is not in default, any amount in the Reserve Account in excess of the Reserve Requirement will be withdrawn from the Reserve Account semiannually on or before the 5th Business Day preceding March 1 and September 1 by the Trustee and deposited in the Interest Account. The prior written consent of the Insurer shall be condition precedent to the deposit of any credit instrument provided in lieu of a cash deposit into the Reserve Account. Notwithstanding anything to the contrary set forth in the Indenture, amounts on deposit in the Reserve Account shall be applied solely to the payment of debt service due on the Bonds. The Indenture also creates a Series A Bonds Rebate Fund for the purpose of collecting the amounts required, if any, to be rebated to the United States in accordance with the requirements of Section 148(f) of the Code. Section 148 of the Code requires, among other things and with certain exceptions, that any amounts earned on nonpurpose investments in excess of the amount which would have been earned if such investments were made at a rate equal to the yield on the Series A Bonds be 17 rebated to the United States. The Indenture requires the Agency to calculate such amount and deposit it into the Rebate Fund for eventual rebate to the United States Treasury. Investment of Moneys in Funds and Accounts Subject to the provisions of the Indentures, all moneys held by the Trustee in the Debt Service Fund, the Costs of Issuance Fund, the Reserve Account or the Rebate Fund will be invested at the written direction of the Agency only in Permitted Investments. If the Trustee receives no written directions from the Agency as to the investment of moneys held in any Fund or Account, the Trustee shall request such written direction from the Agency and, pending receipt of instructions, will invest such moneys only in Permitted Investments described in subsection (5) of the definition thereof. (a) Moneys in the Redevelopment Obligation Retirement Fund will be invested by the Agency only in obligations permitted by the Redevelopment Law which will by their terms mature not later than the date the 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 and the Principal Account of the Debt Service Fund will 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 principal and interest payable on such payment date. (c) Moneys in the Reserve Account will 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. (d) Moneys in the Rebate Fund will be invested in Defeasance Securities which mature on or before the date such amounts are required to be paid to the United States. Except as otherwise provided in the Indentures, obligations purchased as an investment of moneys in any of the Funds or Accounts will 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 will be credited to such Fund or Account and any loss resulting from any authorized investment will be charged to such Fund or Account without liability to the Trustee. The Agency or the Trustee, as the case may be, will sell or present for redemption any obligation purchased whenever it will be necessary to do so in order to provide moneys to meet any payment or transfer from such Fund or Account as required by the Indentures and will incur no liability for any loss realized upon such a sale. All interest earnings received on any moneys invested in the Interest Account, Principal Account or Reserve Account, to the extent they exceed the amount required to be in such Account, will be transferred on each Interest Payment Date to the Debt Service Fund. All interest earnings on moneys invested in the Rebate Fund will be retained in such Fund and applied as set forth in the Indentures. Covenants of the Agency As long as the Bonds are outstanding and unpaid, the Agency will (through its proper members, officers, agents or employees) faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Indentures or in any Bond issued under the Indentures, including the following covenants and agreements for the benefit of the Bondowners which are necessary, convenient W. and desirable to secure the Bonds and will tend to make them more marketable; provided, however, that the covenants do not require the Agency to expend any funds other than the Pledged Tax Revenues. Covenant 1. Use of Proceeds; Management and Operation of Properties. The Agency covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as provided in the Indenture and that it will manage and operate all properties owned by it comprising any part of the Project Areas in a sound and businesslike manner. Covenant 2. No Priority. The Agency covenants and agrees that it will not issue any obligations payable, either as to principal or interest, from the Pledged Tax Revenues which have any lien upon the Pledged Tax Revenues prior or superior to the lien of the Bonds. Except as permitted by the Indenture, it will not issue any obligations, payable as to principal or interest, from the Pledged Tax Revenues, which have any lien upon the Pledged Tax Revenues on a parity with the Bonds authorized in the Indentures. Notwithstanding the foregoing, nothing in the Indenture shall prevent the Agency (i) from issuing and selling pursuant to law, refunding obligations payable from and having any lawful lien upon the Pledged 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, (ii) from issuing and selling obligations which have, or purport to have, any lien upon the Pledged Tax Revenues which is junior to the Bonds, or (iii) from issuing and selling bonds or other obligations which are payable in whole or in part from sources other than the Pledged Tax Revenues. As used in the Indentures "obligations" includes, without limitation, bonds, notes, interim certificates, debentures or other obligations. Covenant 3. Punctual Payment. The Agency covenants and agrees that it will duly and punctually pay, or cause to be paid, the principal of and interest on each of the Bonds on the date, at the place and in the manner provided in the Bonds. Further, it will take all actions required under the Dissolution Act to include on the Recognized Obligation Payment Schedules for each six-month period all payments to the Trustee to satisfy the requirements of the Indenture, including any amounts required under the Indentures to replenish the Reserve Account of the Debt Service Fund to the full amount of the Reserve Requirement. Covenant 4. Payment of Taxes and Other Charges. The 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 Agency or any of the properties then owned by it in the Project Areas, or upon the revenues and income therefrom, and will pay all lawful claims for labor, materials and supplies which if unpaid might become a lien or charge upon any of the properties, revenues or income or which might impair the security of the Bonds or the use of Pledged Tax 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 Agency to make any such payment so long as the Agency in good faith shall contest the validity of the payment. Covenant 5. Books and Accounts; Financial Statements. The Agency covenants and agrees that it will at all times keep, or cause to be kept, proper and current books and accounts (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the Redevelopment Project and the Tax Revenues and other funds relating to the Redevelopment Project. The Agency will prepare within one hundred eighty (180) days, after the close of each of its Fiscal Years a complete financial statement or statements for such year, in reasonable detail covering the Pledged Tax Revenues and other funds, accompanied by an opinion of an Independent Certified Public Accountant appointed by the Agency, and will furnish a copy of the statement or statements to the Trustee and any rating agency which maintains a rating on the Bonds, and, upon written request, to any Bondowner. The Trustee shall have no duty to review the Agency's financial statements. 19 The Agency's financial statements may be included as part of the City's Comprehensive Annual Financial Report. Covenant 6. Eminent Domain Proceeds. The Agency covenants and agrees that if all or any part of the Redevelopment Project Areas should be taken from it without its consent, by eminent domain proceedings or other proceedings authorized by law, for any public or other use under which the property will be tax exempt, it shall take all steps necessary to adjust accordingly the base year property tax roll of the Project Areas. Covenant 7. Disposition of Property. The Agency covenants and agrees that it will not dispose of more than ten percent (10%) of the land area in the Project Areas (except property shown in the Redevelopment Plans in effect on the date the Indentures is adopted as planned for public use, or property to be used for public streets, public off-street parking, sewage facilities, parks, easements or right-of-way for public utilities, or other similar uses) to public bodies or other persons or entities whose property is tax exempt, unless such disposition will not result in Pledged Tax Revenues to be less than the amount required for the issuance of Parity Bonds as provided in the Indentures, based upon the certificate or opinion of an Independent Financial Consultant appointed by the Agency. Covenant 8. Protection of Security and Rights of Bondowners. The 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 (a) the assertion by any officer of any government unit or any other person whatsoever against the Agency that (i) the Redevelopment Law is unconstitutional or (ii) that the Pledged Tax Revenues pledged under the Indentures cannot be paid to the Agency for the debt service on the Bonds or (b) any other action affecting the validity of the Bonds or diluting the security therefor. Covenant 9. Tax Covenants. The Agency covenants and agrees to contest by court action or otherwise any assertion by the United States of America or any department or agency thereof that the interest received by the Series A Bondowners is includable in gross income of the recipient under federal income tax laws on the date of issuance of the Series A Bonds. In order to preserve the exclusion from gross income of interest on the Series A Bonds, and for no other reason, the Agency covenants to comply with all applicable requirements of the Internal Revenue Code of 1986, as amended (the "Code"), together with any amendments thereto or regulations promulgated thereunder necessary to preserve such tax exemption as more specifically provided in the Indenture. Covenant 10. Compliance with Dissolution Act. The Agency covenants that in additional to complying with the requirements of Covenant 3, it will comply with all other requirements of the Dissolution Act. Without limiting the generality of the foregoing, the Agency covenants and agrees to file all required statements and hold all public hearings required under the Dissolution Act to assure compliance by the Agency with its covenants under the Indentures. Further, the Agency will take all actions required under the Dissolution Act to include scheduled debt service on the Bonds, as well as any amount required under the Indentures to replenish the Reserve Account, in Recognized Obligation Payment Schedules for each six-month period so as to enable the County Auditor -Controller to distribute from the Redevelopment Property Tax Trust Fund to the Agency's Redevelopment Obligation Retirement Fund on each January 2 and June 1 amounts required for the Agency to pay principal of, and interest on, the Bonds coming due in the respective six-month period. These actions will include, without limitation, placing on the periodic Recognized Obligation Payment Schedule for approval by the Oversight Board and State Department of Finance, to the extent necessary, the amounts to be held by the Agency as a reserve until the next six-month period, as contemplated by paragraph (1)(A) of subdivision (d) of Section 34171 of the Dissolution Act, that are necessary to provide for the payment of principal and interest under the Indenture when the next property tax allocation is projected to be insufficient to pay all obligations due under the Indenture for the next payment due in the following six-month period. 20 Covenant 11. Limitation on Indebtedness. The Agency covenants and agrees that it has not and will not incur any loans, obligations or indebtedness repayable from Pledged Tax Revenues such that the total aggregate debt service on said loans, obligations or indebtedness incurred from and after the date of adoption of the Redevelopment Plans, when added to the total aggregate debt service on the Bonds, will exceed the maximum amount of Pledged Tax Revenues to be divided and allocated to the Agency pursuant to the Redevelopment Plans. The Agency shall file annually with the Trustee on or prior to August 1 of each year a Written Certificate of the Agency certifying that Pledged Tax Revenues received by the Agency through the date of the certificate combined with the amount remaining to be paid on all outstanding obligations of the Agency will not exceed the Plan Limits. To the extent it does, all Pledged Tax Revenues will be deposited in an escrow account and applied to the payment of such outstanding obligations. Covenant 12. Further Assurances. The 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 the Indenture, and for the better assuring and confirming unto the Owners of the rights and benefits provided in the Indenture. Covenant 13. Continuing Disclosure. The Agency covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement dated the Closing Date. Notwithstanding any other provision of the Indentures, failure of the Agency to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, any participating underwriter, holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. Events of Default and Remedies The following events will constitute Events of Default under the Indentures: (a) if default is made in the due and punctual payment of the principal of or interest on any Bond when and as the same becomes due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) if default is made by the Agency in the observance of any of the covenants, agreements (including default by the obligor on any underlying agreement) or conditions on its part in the Indentures or in the Bonds contained, other than a default described in the preceding clause (a), and such default is continued for a period of thirty (30) days following receipt by the Agency of written notice from the Trustee or any Owner of the occurrence of such default; or (c) if the Agency commences a voluntary action under Title 11 of the United States Code or any substitute or successor statute. If an Event of Default has occurred and is continuing, the Trustee may, or if requested in writing by the Owners of the majority in aggregate principal amount of the Bonds then Outstanding, the Trustee will by written notice to the Agency, (a) declare the principal of the Bonds, together with the accrued interest thereon, to be due and payable immediately, and upon any such declaration the same will become immediately due and payable, and (b) upon receipt of indemnity to its satisfaction exercise any other remedies available to the Trustee and the Owners in law or at equity. Immediately upon becoming aware of the occurrence of an Event of Default, the Trustee will give notice of such Event of Default to the Agency by telephone confirmed in writing. Such notice will also state whether the principal of the Bonds will have been declared to be or have immediately become due 21 and payable. With respect to any Event of Default described in clauses (a) or (c) above the Trustee will, and with respect to any Event of Default described in clause (b) above the Trustee in its sole discretion may, also give such notice to the Agency and the Owners in the manner provided for in the Indentures, which will include the statement that interest on the Bonds will cease to accrue from and after the date, if any, on which the Trustee has declared the Bonds to become due and payable pursuant to the preceding paragraph (but only to the extent that principal and any accrued, but unpaid interest on the Bonds is actually paid on such date). This provision, however, is subject to the condition that if, at any time after the principal of the Bonds has been so declared due and payable, and before any judgment or decree for the payment of the moneys due has been obtained or entered, the Agency deposits with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal and interest (to the extent permitted by law) at the net effective rate then borne by the Outstanding Bonds, and the reasonable fees and expenses of the Trustee, including but not limited to attorneys' fees, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) has been made good or cured to the satisfaction of the Trustee or provisions deemed by the Trustee to be adequate has been made therefor, then, and in every such case, the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Agency and to the Trustee, may, on behalf of the Owners of all the Bonds, rescind and annul such declaration and its consequences. However, no such rescission and annulment will extend to or will affect any subsequent default, or will impair or exhaust any right or power consequent thereon. Upon the occurrence of an event of default, the Trustee may, with the consent of a majority of the Holders, by written notice to the Agency, declare the principal of the Bonds and Parity Bonds to be immediately due and payable, whereupon that portion of the principal of the Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in the Indenture or in the Bonds to the contrary notwithstanding. Notwithstanding the foregoing, the maturity of Bonds insured by the Insurer shall not be accelerated without the consent of the Insurer and in the event the maturity of the Bonds is accelerated, the Insurer may elect, in its sole discretion, to pay accelerated principal and interest accrued, on such principal to the date of acceleration (to the extent unpaid by the Successor Agency) and the Trustee shall be required to accept such amounts. Upon payment of such accelerated principal and interest accrued to the acceleration date as provided above, the Insurer's obligations under the Insurance Policy with respect to such Bonds shall be fully discharged. Application of Funds Upon Acceleration All of the Pledged Tax Revenues and all sums in the funds and accounts established and held by the Trustee upon the date of the declaration of acceleration as provided in the Indentures, and all sums thereafter received by the Trustee thereunder, will be applied by the Trustee in the order following, upon presentation of the Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid: 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 the Indenture, including reasonable compensation to its agents, attorneys and counsel; and Second, to the payment of the whole amount then owing and unpaid upon the Bonds for principal and interest, with interest on the overdue principal and installments of interest at the net effective rate then borne by the Outstanding Bonds and Parity Bonds (to the extent that such interest on overdue installments 22 of principal and interest has been collected), and in case such moneys will be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds and Parity 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 or any Bond or Parity Bond over any other Bond or Parity Bond. Amendments Subject to the terms of the Indentures, the Indentures and the rights and obligations of the Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which will become binding upon adoption, without consent of any Owners, to the extent permitted by law and any for any one or more of the following purposes: (a) to add to the covenants and agreements of the Agency in the Indentures contained, other covenants and agreements thereafter to be observed or to limit or surrender any rights or powers therein reserved to or conferred upon the 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 the Indentures, or in any other respect whatsoever as the Agency may deem necessary or desirable, provided under any circumstances that such modifications or amendments will not materially adversely affect the interests of the Owners; or (c) to provide the issuance of Parity Bonds pursuant to the Indentures, and to provide the terms and conditions under which such Parity Bonds may be issued, including but not limited to the establishment of special funds and accounts relating thereto and any other provisions relating solely thereto, subject to and in accordance with the provisions of the Indentures; or (d) to amend any provision thereof 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 exclusion from gross income for purposes of federal income taxation of interest on any of the Series A Bonds, in the opinion of a nationally recognized bond counsel. Except as set forth in the preceding paragraph and subject to the terms of the Indenture and the rights and obligations of the Agency and of the Owners may be modified or amended at any time by a Supplemental Indentures which will 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 will (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Agency to pay the principal or interest at the time and place and at the rate and in the currency provided therein or any Bond without the express written consent of the 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. Any amendment, supplement, modification to, or waiver of, the Indentures or any other transaction document, including any underlying security agreement (each a "Related Document"), that requires the consent of Bondowners or adversely affects the rights and interests of the Insurer shall be subject to the prior written consent of the Insurer. THE SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY The Prior Agency was established on July 5, 1983 by the City Council of the City with the adoption of Ordinance No. 34, pursuant to the Redevelopment Law. On June 29, 2011, AB X1 26 was enacted as Chapter 5, Statutes of 2011, together with a companion bill, AB X1 27. A lawsuit was brought 23 in the California Supreme Court, California Redevelopment Association, et al. v. Matosantos, et al., 53 Cal. 4th 231 (Cal. 2011), challenging the constitutionality of AB X1 26 and AB X1 27. In its December 29, 2011 decision, the California Supreme Court largely upheld AB X1 26, invalidated AB X1 27, and held that AB X1 26 may be severed from AB X1 27 and enforced independently. As a result of AB X1 26 and the decision of the California Supreme Court in the California Redevelopment Association case, as of February 1, 2012, all redevelopment agencies in the State were dissolved, including the Prior Agency, and successor agencies were designated as successor entities to the former redevelopment agencies to expeditiously wind down the affairs of the former redevelopment agencies. On January 3, 2012, pursuant to Resolution No. 2012-002 and Section 34173 of the Dissolution Act, the City Council of the City elected to serve as successor agency to the Prior Agency. Subdivision (g) of Section 34173 of the Dissolution Act, added by AB 1484, expressly affirms that the Agency is a separate public entity from the City, that the two entities shall not merge, and that the liabilities of the Prior Agency will not be transferred to the City nor will the assets of the Prior Agency become assets of the City. The Agency is governed by a five -member Board of Directors (the "Board") which consists of the members of the City Council of the City of La Quinta. The Mayor acts as the Chair of the Board, the City Manager as its Executive Director, the City Clerk as its Secretary and the Finance Director of the City as the Treasurer of the Agency. Members and Officers The members and officers of the Agency and the expiration dates of their terms are as follows: Name and Office Don Adolph, Chair Kristy Franklin, Vice -Chair Linda Evans, Member Terry B. Henderson, Member Lee M. Osborne, Member Agency Powers Expiration of Term 2014 2016 2014 2014 2016 All powers of the Agency are vested in its five -members who are elected members of the City Council. Pursuant to the Dissolution Act, the Agency is a separate public body from the City and succeeds to the organizational status of the Prior Agency but without any legal authority to participate in redevelopment activities, except to complete any work related to an approved enforceable obligation. The Agency is tasked with expeditiously winding down the affairs of the Prior Agency, pursuant to the procedures and provisions of the Dissolution Act. Under the Dissolution Act, many Agency actions are subject to approval by the Oversight Board, as well as review by the State Department of Finance. California has strict laws regarding public meetings (known as the Ralph M. Brown Act) which generally make all Agency and Oversight Board meetings open to the public in similar manner as City Council meetings. Under a State initiative enacted in 1974, public officials are required to make extensive disclosures regarding their financial interests by filing such disclosures as public records. As of the date of this Official Statement, the members of the City Council and the Agency, and other City and Agency officials have made the required filings. 24 Previously, Section 33675 of the Redevelopment Law required the Prior Agency to file not later than the first day of October of each year with the County Auditor of a statement of indebtedness certified by the chief fiscal officer of the Prior Agency for each redevelopment plan which provides for the allocation of taxes (i.e., the Redevelopment Plans). The statement of indebtedness was required to contain the date on which the bonds were delivered, the principal amount, term, purposes and interest rate of the bonds and the outstanding balance and amount due on the bonds. Similar information was required to be given for each loan, advance or indebtedness that the Prior Agency had incurred or entered into which is payable from tax increment. Section 33675 also provided that payments of tax increment revenues from the County Auditor to the Prior Agency could not exceed the amounts shown on the Prior Agency's statement of indebtedness. The Dissolution Act eliminates this requirement and provides that, commencing on the date the first Recognized Obligation Payment Schedule is valid thereunder, the Recognized Obligation Payment Schedule supersedes the statement of indebtedness previously required under the Redevelopment Law, and commencing from such date, the statement of indebtedness will no longer be prepared nor have any effect under the Redevelopment Law (see "SECURITY FOR THE BONDS — Recognized Obligation Payment Schedule"). RISK FACTORS The following information should be considered by prospective investors in evaluating the Bonds. However, the following does not purport to be an exhaustive listing of risks and other considerations which may be relevant to investing in the Bonds. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks. The various legal opinions to be delivered concurrently with the issuance of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by State and federal laws, rulings and decisions affecting remedies, and by bankruptcy, reorganization or other laws of general application affecting the enforcement of creditors' rights, including equitable principles. Reduction in Taxable Value Pledged Tax Revenues allocated to the Redevelopment Property Tax Trust Fund are determined by the amount of incremental taxable value in the Project Areas and the current rate or rates at which property in the Project Areas is taxed. The reduction of taxable values of property in the Project Areas caused by economic factors beyond the Agency's control, such as relocation out of the Project Areas by one or more major property owners, sale of property to a non-profit corporation exempt from property taxation, or the complete or partial destruction of such property caused by, among other eventualities, earthquake or other natural disaster, could cause a reduction in the Pledged Tax Revenues that provide for the repayment of and secure the Bonds. Such reduction of Pledged Tax Revenues could have an adverse effect on the Agency's ability to make timely payments of principal of and interest on the Bonds. As described in greater detail under the heading "PROPERTY TAXATION IN CALIFORNIA — Article XIIIA of the State Constitution," Article XIIIA provides that the full cash value base of real property used in determining taxable value may be adjusted from year to year to reflect the inflation rate, not to exceed a two percent increase for any given year, or may be reduced to reflect a reduction in the consumer price index, comparable local data or any reduction in the event of declining property value caused by damage, destruction or other factors (as described above). Such measure is computed on a calendar year basis. Any resulting reduction in the full cash value base over the term of the Bonds could reduce Pledged Tax Revenues securing the Bonds. In addition to the other limitations on, and required application under the Dissolution Act of Pledged Tax Revenues on deposit in the Redevelopment Property Tax Trust Fund, described herein under 25 the heading "RISK FACTORS," the State electorate or Legislature could adopt a constitutional or legislative property tax reduction with the effect of reducing Pledged Tax Revenues allocated to the Redevelopment Property Tax Trust Fund and available to the Agency. Although the federal and State Constitutions include clauses generally prohibiting the Legislature's impairment of contracts, there are also recognized exceptions to these prohibitions. There is no assurance that the State electorate or Legislature will not at some future time approve additional limitations that could reduce the Pledge Tax Revenues and adversely affect the source of repayment and security of the Bonds. Risks to Real Estate Market The Agency's ability to make payments on the Bonds will be dependent upon the economic strength of the Project Areas. The general economy of the Project Areas will be subject to all of the risks generally associated with urban real estate markets. Real estate prices and development may be adversely affected by changes in general economic conditions, fluctuations in the real estate market and interest rates, unexpected increases in development costs and by other similar factors. Further, real estate development within the Project Areas could be adversely affected by limitations of infrastructure or future governmental policies, including governmental policies to restrict or control development. In addition, if there is a decline in the general economy of the Project Areas, the owners of property within the Project Areas may be less able or less willing to make timely payments of property taxes or may petition for reduced assessed valuation causing a delay or interruption in the receipt of Pledged Tax Revenues by the Agency from the Project Areas. Reduction in Inflationary Rate As described in greater detail below, Article XIIIA of the State Constitution provides that the full cash value of real property used in determining taxable value may be adjusted from year to year to reflect the inflationary rate, not to exceed a 2 percent increase for any given year, or may be reduced to reflect a reduction in the consumer price index or comparable local data. Such measure is computed on a calendar year basis. Because Article XIIIA limits inflationary assessed value adjustments to the lesser of the actual inflationary rate or 2 percent, there have been years in which the assessed values were adjusted by actual inflationary rates, which were less than 2 percent. Since Article XIIIA was approved, the annual adjustment for inflation has fallen below the 2 percent limitation several times but in Fiscal Year 2010-11 the inflationary value adjustment was negative for the first time at-0.237%. In Fiscal Year 2011-12, the inflationary value adjustment was 0.753%, which also is below the 2 percent limitation. For Fiscal Year 2012-13, the inflationary value adjustment is 2.00%, which is the maximum permissible increase under Article XIIIA. The Agency is unable to predict if any adjustments to the full cash value of real property within the Project Areas, whether an increase or a reduction, will be realized in the future. Development Risks The general economy of the Project Areas will be subject to all the risks generally associated with real estate development. Projected development within the Project Areas may be subject to unexpected delays, disruptions and changes. Real estate development operations may be adversely affected by changes in general economic conditions, fluctuations in the real estate market and interest rates, unexpected increases in development costs and by other similar factors. Further, real estate development operations within the Project Areas could be adversely affected by future governmental policies, including governmental policies to restrict or control development. If projected development in the Project Areas are delayed or halted, the economy of the Project Areas could be affected. If such events lead to a decline in assessed values they could cause a reduction in Pledged Tax Revenues. In addition, if there is a decline in the general economy of the Project Areas, the owners of property within the Project Areas may be less able or less willing to make timely payments of property taxes causing a delay or 26 stoppage of the Pledged Tax Revenues received by the Agency from the Project Areas. In addition, the insolvency or bankruptcy of one or more large owners of property within the Project Areas could delay or impair the receipt of Pledged Tax Revenues by the Agency. Levy and Collection of Taxes The Agency has no independent power to levy or collect property taxes. Any reduction in the tax rate or the implementation of any constitutional or legislative property tax decrease could reduce the Pledged Tax Revenues, and accordingly, could have an adverse impact on the security for and the ability of the Agency to repay the Bonds. Likewise, delinquencies in the payment of property taxes by the owners of land in the Project Areas, and the impact of bankruptcy proceedings on the ability of taxing agencies to collect property taxes, could have an adverse effect on the Agency's ability to make timely payments on the Bonds. Any reduction in Pledged Tax Revenues, whether for any of these reasons or any other reasons, could have an adverse effect on the Agency's ability to pay the principal of and interest on the Bonds. The Agency is on the County's "Teeter Plan" as discussed below under the heading "PROJECT AREAS Teeter Plan and Delinquency Dates." State Budget Issues AB X1 26 and AB 1484 were enacted by the State Legislature and Governor as trailer bills necessary to implement provisions of the State's budget acts for its fiscal years 2011-12 and 2012-13, respectively. The 2011-12 State budget included projected State savings estimated to aggregate $1.7 billion in 2011-12 associated with AB X1 27, which would have allowed redevelopment agencies to continue in operation provided their establishing cities or counties agreed to make an aggregate $1.7 billion in payments to K-12 schools. However, AB X1 27 was found in December 2011 by the California Supreme Court to violate the State Constitution, which altered this budgetary plan of the State. According to the State's Summary of the 2012-13 State budget, AB 1484 implements a framework to transfer cash assets previously held by redevelopment agencies to cities, counties, and special districts to fund core public services, with assets transferred to schools offsetting State general fund costs (projected savings of $1.5 billion). The State's budget for fiscal year 2013-14 was enacted on June 22, 2013 and did not include any additional legislation dealing with dissolution of redevelopment agencies. There can be no assurance that additional legislation will not be enacted in the future to additionally implement provisions relating to the State budget or otherwise that may affect successor agencies or Pledged Tax Revenues. The full text of each State Assembly bill cited above may be obtained from the "Official California Legislative Information" website maintained by the Legislative Counsel of the State of California pursuant to State law, at the following web link: http://www.leginfo.ca.gov/bilinfo.html. Information about the State budget and State spending is available at various State maintained websites. Text of the 2012-13 Budget Summary, the current State budget, and other documents related to the State budget may be found at the website of the State Department of Finance, www.dofca.gov. A nonpartisan analysis of the budget is posted by the Legislative Analyst's Office at www.lao.ca.gov. In addition, various State official statements, many of which contain a summary of the current and past State budgets may be found at the website of the State Treasurer, www. treasurer. ca.go. None of the websites or webpages referenced above is in any way incorporated into this Official Statement. They are cited for informational purposes only. The Agency makes no representation whatsoever as to the accuracy or completeness of any of the information on such websites. 27 Recognized Obligation Payment Schedule The Dissolution Act provides that, commencing on the date the first Recognized Obligation Payment Schedule is valid thereunder, only those payments listed in the Recognized Obligation Payment Schedule may be made by the Agency from the funds specified in the Recognized Obligation Payment Schedule. Before each six-month period, the Dissolution Act requires successor agencies to prepare and approve, and submit to the successor agency's oversight board and the State Department of Finance for approval, a Recognized Obligation Payment Schedule pursuant to which enforceable obligations (as defined in the Dissolution Act) of the successor agency are listed, together with the source of funds to be used to pay for each enforceable obligation. Pledged Tax Revenues will not be distributed from the Redevelopment Property Tax Trust Fund by the County Auditor -Controller to the Agency's Redevelopment Obligation Retirement Fund without a duly approved and effective Recognized Obligation Payment Schedule obtained in sufficient time prior to the January 2 or June 1 distribution dates, as applicable. See "SECURITY FOR THE BONDS — Recognized Obligation Payment Schedule" and "PROPERTY TAXATION IN CALIFORNIA Property Tax Collection Procedures — Recognized Obligation Payment Schedule." In the event the Agency were to fail to file a Recognized Obligation Payment Schedule with respect to a six-month period, the availability of Pledged Tax Revenues to the Agency could be adversely affected for such period. In the event a successor agency fails to submit to the State Department of Finance an oversight board -approved Recognized Obligation Payment Schedule complying with the provisions of the Dissolution Act within five business days of the date upon which the Recognized Obligation Payment Schedule is to be used to determine the amount of property tax allocations, the State Department of Finance may determine if any amount should be withheld by the applicable county auditor -controller for payments for enforceable obligations from distribution to taxing entities pursuant to clause (iv) in the following paragraph, pending approval of a Recognized Obligation Payment Schedule. Upon notice provided by the State Department of Finance to the county auditor -controller of an amount to be withheld from allocations to taxing entities, the county auditor -controller must distribute to taxing entities any monies in the Redevelopment Property Tax Trust Fund in excess of the withholding amount set forth in the notice, and the county auditor -controller must distribute withheld funds to the successor agency only in accordance with a Recognized Obligation Payment Schedule when and as approved by the State Department of Finance. Typically, under the Redevelopment Property Tax Trust Fund distribution provisions of the Dissolution Act, the County Auditor -Controller is to distribute funds for each six-month period in the following order specified in Section 34183 of the Dissolution Act: (i) first, subject to certain adjustments for subordinations to the extent permitted under the Dissolution Act (as described above under "SECURITY FOR THE BONDS — Tax Increment Financing") and no later than each January 2 and June 1, to each local agency and school entity, to the extent applicable, amounts required for pass -through payments such entity would have received under provisions of the Redevelopment Law, as those provisions read on January 1, 2011, including pursuant to the Pass -Through Agreements and Statutory Pass -Through Amounts; (ii) second, on each January 2 and June 1, to the Agency for payments listed in its Recognized Obligation Payment Schedule, with debt service payments scheduled to be made for tax allocation bonds having the highest priority over payments scheduled for other debts and obligations listed on the Recognized Obligation Payment Schedule; (iii) third, on each January 2 and June 1, to the Agency for the administrative cost allowance, as defined in the Dissolution Act; and (iv) fourth, on each January 2 and June 1, to taxing entities any moneys remaining in the Redevelopment Property Tax Trust Fund after the payments and transfers authorized by clauses (i) through (iii), in an amount proportionate to such taxing entity's share of property tax revenues in the tax rate area in that fiscal year (without giving effect to any pass -through obligations that were established under the Redevelopment Law). W. If the Agency does not submit an Oversight -Board approved Recognized Obligation Payment Schedule within five business days of the date upon which the Recognized Obligation Payment Schedule is to be used to determine the amount of property tax allocations and the State Department of Finance does not provide a notice to the County Auditor -Controller to withhold funds from distribution to taxing entities, amounts in the Redevelopment Property Tax Trust Fund for such six-month period would be distributed to taxing entities pursuant to clause (iv) above. However, the Agency has covenanted to take all actions required under the Dissolution Act to include scheduled debt service on the Bonds as well as any amount required under the Indenture to replenish the Reserve Account of the Debt Service Fund, in Recognized Obligation Payment Schedules for each six-month period and to enable the County Auditor - Controller to distribute from the Redevelopment Property Tax Trust Fund to the Agency's Redevelopment Obligation Retirement Fund on each January 2 and June 1 amounts required for the Agency to pay principal of, and interest on, the Bonds coming due in the respective six-month period, including listing a reserve on the Recognized Obligation Payment Schedule to the extent required by the Indentures or when the next property tax allocation is projected to be insufficient to pay all obligations due under the provisions of the Bonds for the next payment due in the following six-month period (see "THE INDENTURE — Covenants of the Agency"). AB 1484 also adds new provisions to the Dissolution Act implementing certain penalties in the event the Agency does not timely submit a Recognized Obligation Payment Schedule for a six-month period. Specifically, a Recognized Obligation Payment Schedule must be submitted by the Agency, after approval by the Oversight Board, to the County Administrative Officer, the County Auditor -Controller, the State Department of Finance, and the State Controller no later than 90 days before the date of the next January 2 or June 1 property tax distribution with respect to each subsequent six-month period. If the Agency does not submit an Oversight Board -approved Recognized Obligation Payment Schedule by such deadlines, the City will be subject to a civil penalty equal to $10,000 per day for every day the schedule is not submitted to the State Department of Finance. Additionally, the Agency's administrative cost allowance is reduced by 25% if the Agency does not submit an Oversight Board -approved Recognized Obligation Payment Schedule by the 80`h day before the date of the next January 2 or June 1 property tax distribution, as applicable, with respect to the Recognized Obligation Payment Schedule for subsequent six-month periods. AB 1484 Penalty for Failure to Remit Unencumbered Funds AB 1484 further implements certain provisions of ABXl 26, including establishing a process for determining the liquid assets that redevelopment agencies should have shifted to their successor agencies when they were dissolved, and the amount that should be available for remittance by the successor agencies to their respective county auditor -controllers for distribution to affected taxing entities within the project areas of the former redevelopment agencies. This determination process is required to be completed through the final step (review by the State Department of Finance) by November 9, 2012 with respect to affordable housing funds and by April 1, 2013 with respect to non -housing funds. Within five business days of receiving notification from the State Department of Finance, the Agency must remit to the county auditor -controller the amount of unobligated balances determined by the State Department of Finance, or it may request a meet and confer with the State Department of Finance to resolve any disputes. If there is a meet and confer process, the Agency must remit the amount of unobligated balances within five working days of receiving a subsequent notification from the State Department of Finance of the amount of unobligated balances at the conclusion of that process. If the Agency fails to remit the amounts determined by the State Department of Finance by the respective deadlines, certain penalties and remedies apply under AB 1484. Among such penalties and remedies, if the city that established the redevelopment agency is performing the duties of the successor agency, the State Department of Finance may order an offset to the city's sales and use tax revenues equal 29 to the amount the successor agency fails to remit. If the State Department of Finance does not order an offset, the county auditor -controller may reduce the property tax allocation of the city. Alternatively or in addition to the remedies discussed in the foregoing sentences, the State Department of Finance may direct the county auditor -controller to deduct the unpaid amount from future allocations of property tax to the successor agency under Section 34183 of the Dissolution Act until the amounts required to be remitted are paid. Pertinent to the Bonds, if the Agency were to fail to remit to the County Auditor -Controller the amounts of unobligated balances determined by the State Department Finance within the time frames required under AB 1484, the State Department of Finance may direct the County Auditor -Controller to deduct the unpaid amount from future allocations of Pledged Tax Revenues to the Agency under Section 34183 of the Dissolution Act until the amounts required to be remitted are paid. The Agency intends to promptly remit to the County Auditor -Controller the amounts of unobligated balances determined by the State Department Finance within the time frames required under AB 1484. However, since this procedure for remittance of unencumbered balance is new, the Agency cannot predict whether circumstances outside of the Agency's control may introduce complications in the process that may have an adverse consequence on the Pledged Tax Revenues that secure the Bonds. Bankruptcy and Foreclosure The payment of the property taxes from which Pledged Tax Revenues are derived and the ability of the County to foreclose the lien of a delinquent unpaid tax may be limited by bankruptcy, insolvency, or other laws generally affecting creditors' rights or by the laws of the State relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel's approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases. Although bankruptcy proceedings would not cause the liens to become extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings. Such delay would increase the possibility of delinquent tax installments not being paid in full and thereby increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds. Estimated Revenues In estimating that Pledged Tax Revenues will be sufficient to pay debt service on the Bonds after payment of the Senior Bonds, the Agency has made certain assumptions with regard to present and future assessed valuation in the Project Areas, future tax rates and percentage of taxes collected. The Agency believes these assumptions to be reasonable, but there is no assurance these assumptions will be realized and to the extent that the assessed valuation and the tax rates are less than expected, the Pledged Tax Revenues available to pay debt service on the Bonds will be less than those projected and such reduced Pledged Tax Revenues may be insufficient to provide for the payment of principal of, premium (if any) and interest on the Bonds. Hazardous Substances An additional environmental condition that may result in the reduction in the assessed value of property would be the discovery of a hazardous substance that would limit the beneficial use of taxable property within the Project Areas. In general, the owners and operators of property may be required by law to remedy conditions of the property relating to releases or threatened releases of hazardous 30 substances. The owner or operator may be required to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the property within the Project Areas be affected by a hazardous substance, could be to reduce the marketability and value of the property by the costs of remedying the condition. Natural Disasters The value of the property in the Project Areas in the future can be adversely affected by a variety of additional factors, particularly those which may affect infrastructure and other public improvements and private improvements on property and the continued habitability and enjoyment of such private improvements. Such additional factors include, without limitation, geologic conditions such as earthquakes, topographic conditions such as earth movements, landslides and floods and climatic conditions such as droughts. In the event that one or more of such conditions occur, such occurrence could cause damages of varying seriousness to the land and improvements and the value of property in the Project Areas could be diminished in the aftermath of such events. A substantial reduction of the value of such properties and could affect the ability or willingness of the property owners to pay the property taxes. The City, like most communities in California, is an area of unpredictable seismic activity, and therefore, is subject to potentially destructive earthquakes. Numerous active and inactive fault lines pass through or near the City. The occurrence of severe seismic activity in the City could result in substantial damage to property located in the Project Areas, and could lead to successful appeals for reduction in assessed values of such property. Such a reduction could result in a decrease in Pledged Tax Revenues. Changes in the Law There can be no assurance that the California electorate will not at some future time adopt initiatives or that the Legislature will not enact legislation that will amend the Dissolution Act, the Redevelopment Law or other laws or the Constitution of the State resulting in a reduction of Pledged Tax Revenues, which could have an adverse effect on the Agency's ability to pay debt service on the Bonds. Investment Risk Funds held under the Indenture are required to be invested in Permitted Investments as provided under the Indenture. See Appendix A attached hereto for a summary of the definition of Permitted Investments. The funds and accounts of the Agency, into which a portion of the proceeds of the Bonds will be deposited and into which Pledged Tax Revenues are deposited, may be invested by the Agency in any investment authorized by law. All investments, including the Permitted Investments and those authorized by law from time to time for investments by municipalities, contain a certain degree of risk. Such risks include, but are not limited to, a lower rate of return than expected and loss or delayed receipt of principal. Further, the Agency cannot predict the effects on the receipt of Pledged Tax Revenues if the County were to suffer significant losses in its portfolio of investments or if the County or the City were to become insolvent or declare bankruptcy. See Appendix E "COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED JUNE 30, 2012 (EXCLUDING SUPPLEMENTARY INFORMATION)" regarding the City's finances. See also "RISK FACTORS — Bankruptcy and Foreclosure." 31 Additional Obligations The potential for the issuance of Parity Bonds could, in certain circumstances, increase the risks associated with the Agency's payment of debt service on the Bonds in the event of a decrease in the Agency's collection of Pledged Tax Revenues. However, Section 34177.5 of the Dissolution Act provides limited authority for successor agencies to issue bonds, and the Agency's ability to issue Parity Bonds is subject to the requirements of the Dissolution Act as in effect from time to time. For additional information, see described "SECURITY FOR THE BONDS — Parity Bonds." Secondary Market There can be no guarantee that there will be a secondary market for the Bonds, or, if a secondary market exists, that the Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon the then prevailing circumstances. No Validation Proceeding Undertaken California Code of Civil Procedure Section 860 authorizes public agencies to institute a process, otherwise known as a "validation proceeding," for purposes of determining the validity of a resolution or any action taken pursuant thereto. Section 860 authorizes a public agency to institute validation proceedings in cases where another statute authorizes its use. Relevant to the Bonds, California Government Code Section 53511 authorizes a local agency to "bring an action to determine the validity of its bonds, warrants, contracts, obligations or evidences of indebtedness." Pursuant to Code of Civil Procedure Section 870, a final favorable judgment issued in a validation proceeding shall, notwithstanding any other provision of law, be forever binding and conclusive, as to all matters herein adjudicated or which could have been adjudicated, against all persons: "The judgment shall permanently enjoin the institution by any person of any action or proceeding raising any issue as to which the judgment is binding and conclusive." The Agency has not undertaken or endeavored to undertake any validation proceeding in connection with the issuance of the Bonds. The Agency and Bond Counsel have relied on the provisions of AB 1484 authorizing the issuance of the Bonds and specifying the related deadline for any challenge to the Bonds to be brought. Specifically, Section 34177.5(e) of the Dissolution Act provides that notwithstanding any other law, an action to challenge the issuance of bonds (such as the Bonds), the incurrence of indebtedness, the amendment of an enforceable obligation, or the execution of a financing agreement authorized under Section 34177.5, must be brought within thirty (30) days after the date on which the oversight board approves the resolution of the successor agency approving the such financing. Such challenge period expired with respect to the Bonds and the Oversight Board Resolution on September 22, 2012. It is possible that the Syncora Lawsuit (see "LITIGATION" herein) or another lawsuit challenging the Dissolution Act or specific provisions thereof could be successful and that the mechanisms currently provided for under the Dissolution Act to provide for distribution of Pledged Tax Revenues to the Agency for payment on the Bonds could be impeded and result in a delinquency or default in the timely payment of principal of, and interest on, the Bonds. However, the Indenture additionally provides that if, and to the extent, that the provisions of Section 34172 or paragraph (2) of subdivision (a) of Section 34183 of the Dissolution Act (upon which 32 the distribution of Pledged Tax Revenues to the Agency rely) are invalidated by a final judicial decision, then Pledged Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to Health & Safety Code Section 33670 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. Additionally, any action by a court to invalidate provisions of the Dissolution Act required for the timely payment of principal of, and interest on, the Bonds could be subject to the same issues regarding unconstitutional impairment of contracts and unconstitutional taking without just compensation as raised in the Syncora Lawsuit. The Agency believes that the aforementioned considerations would provide some protections against the adverse consequences upon the Agency and the availability of Pledged Tax Revenues for the payment of debt service on the Bonds in the event of successful challenges to the Dissolution Act or portions thereof. However, the Agency does not guarantee that the Syncora Lawsuit or any other lawsuit challenging the Dissolution Act or portions thereof will not result in an outcome that may have a detrimental effect on the Agency's ability to timely pay debt service on the Bonds. PROPERTY TAXATION IN CALIFORNIA Property Tax Collection Procedures Classification. In the State, property which is subject to ad valorem taxes is classified as "secured" or "unsecured." Secured and unsecured property are entered on separate parts of the assessment roll maintained by the County assessor. The secured classification includes property on which any property tax levied by a county becomes a lien on that property. A tax levied on unsecured property does not become a lien against the taxed unsecured property, but may become a lien on certain other property owned by the taxpayer. Every tax which becomes a lien on secured property has priority over all other liens on the secured property arising pursuant to State law, regardless of the time of the creation of other liens. Generally, ad valorem taxes are collected by a county (the "Taxing Authority") for the benefit of the various entities (cities, schools and special districts) that share in the ad valorem tax (each a taxing entity) and successor agencies eligible to receive distributions from the respective Redevelopment Property Tax Trust Fund. Collections. Secured and unsecured property are entered separately on the assessment roll maintained by the county assessor. The method of collecting delinquent taxes is substantially different for the two classifications of property. The taxing authority has four ways of collecting unsecured personal property taxes: (i) initiating a civil action against the taxpayer, (ii) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer, (iii) filing a certificate of delinquency for record in the county recorder's office to obtain a lien on certain property of the taxpayer, and (iv) seizing and selling personal property, improvements or possessory interests belonging or assessed to the assessee. The exclusive means of enforcing the payment of delinquent taxes with respect to property on the secured roll is the sale of the property securing the taxes to the State for the amount of taxes which are delinquent. Penalty. A 10% penalty is added to delinquent taxes which have been levied with respect to property on the secured roll. In addition, property on the secured roll on which taxes are delinquent is declared in default by operation of law and declaration of the tax collector on or about June 30 of each fiscal year. Such property may thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty, plus a redemption penalty of 1.5% per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the county tax collector. A 10% penalty also applies to delinquent taxes with respect to property on the 33 unsecured roll, and further, an additional penalty of 1.5% per month accrues with respect to such taxes beginning on varying dates related to the tax bill mailing date. Delinquencies. The valuation of property is determined as of the January 1 lien date as equalized in August of each year and equal installments of taxes levied upon secured property become delinquent on the following December 10 and April 10. Taxes on unsecured property are due January 1 and become delinquent August 31. Supplemental Assessments. California Revenue and Taxation Code Section 75.70 provides for the supplemental assessment and taxation of property as of the occurrence of a change of ownership or completion of new construction. Prior to the enactment of this law, the assessment of such changes was permitted only as of the next tax lien date following the change, and this delayed the realization of increased property taxes from the new assessments for up to 14 months. This statute provides increased revenue to the Redevelopment Property Tax Trust Fund to the extent that supplemental assessments of new construction or changes of ownership occur within the boundaries of redevelopment projects subsequent to the January 1 lien date. To the extent such supplemental assessments occur within the Project Areas, Pledged Tax Revenues may increase. Property Tax Administrative Costs. In 1990, the Legislature enacted SB 2557 (Chapter 466, Statutes of 1990) which allows counties to charge for the cost of assessing, collecting and allocating property tax revenues to local government jurisdictions in proportion to the tax -derived revenues allocated to each. SB 1559 (Chapter 697, Statutes of 1992) explicitly includes redevelopment agencies among the jurisdictions which are subject to such charges. In addition, Sections 34182(e) and 34183(a) of the Dissolution Act allow administrative costs of the County Auditor -Controller for the cost of administering the provisions of the Dissolution Act, as well as the foregoing SB 1559 amounts, to be deducted from property tax revenues before monies are deposited into the Redevelopment Property Tax Trust Fund. For Fiscal Year 2012-13, the County's administrative charge to the Agency is estimated to be $828,000. Negotiated Pass -Through Agreements. Prior to 1994, under the Redevelopment Law, a redevelopment agency could enter into an agreement to pay increment revenues to any taxing agency that has territory located within a redevelopment project in an amount which in the agency's determination is appropriate to alleviate any financial burden or detriment caused by the redevelopment project. These agreements normally provide for payment or pass -through of tax increment revenue directed to the affected taxing agency, and, therefore, are commonly referred to as pass -through agreements or tax sharing agreements. The Agency agreements with affected taxing agencies are referred to herein as "Pass -Through Agreements." See "THE PROJECT AREAS — Pass -Through Agreements". See also "SECURITY FOR THE BONDS — Tax Increment Financing" for additional discussion of the treatment of Pass -Through Agreements under the Dissolution Act. Statutory Pass-Throughs. The payment of Statutory Pass -Through Amounts (defined in Appendix A) results from (i) plan amendments which add territory in existing project areas on or after January 1, 1994 and (ii) from plan amendments which eliminates one or more limitations within a redevelopment plan (such as the removal of the time limit on the establishment of loans, advances and indebtedness). The calculation of the amount due affected taxing entities is described in Sections 33607.5 and 33607.7 of the Redevelopment Law. See "THE PROJECT AREAS — Statutory Pass-Throughs" and "SECURITY FOR THE BONDS — Tax Increment Financing" for further information regarding the applicability of the statutory pass -through provisions of the Redevelopment Law and the Dissolution Act to the various sub -areas of the Project Areas. 34 Recognized Obligation Payment Schedule. The Dissolution Act provides that, commencing on the date the first Recognized Obligation Payment Schedule is valid thereunder, only those payments listed in the Recognized Obligation Payment Schedule may be made by the Agency from the funds specified in the Recognized Obligation Payment Schedule. Before each six-month period, the Dissolution Act requires successor agencies to prepare and approve, and submit to the successor agency's oversight board and the State Department of Finance for approval, a Recognized Obligation Payment Schedule pursuant to which enforceable obligations (as defined in the Dissolution Act) of the successor agency are listed, together with the source of funds to be used to pay for each enforceable obligation. Pledged Tax Revenues will not be distributed from the Redevelopment Property Tax Trust Fund by the County Auditor -Controller to the Agency's Redevelopment Obligation Retirement Fund without a duly approved and effective Recognized Obligation Payment Schedule obtained in sufficient time prior to the January 2 or June 1 distribution dates, as applicable. See "SECURITY FOR THE BONDS — Recognized Obligation Payment Schedule" and "RISK FACTORS — Recognized Obligation Payment Schedule." Unitary Property Assembly Bill ("AB") 2890 (Statutes of 1986, Chapter 1457) provides that, commencing with fiscal year 1988-89, assessed value derived from State -assessed unitary property (consisting mostly of operational property owned by utility companies) is to be allocated county -wide as follows: (i) each tax rate area will receive that same amount from each assessed utility received in the previous fiscal year unless the applicable county -wide values are insufficient to do so, in which case values will be allocated to each tax rate area on a pro-rata basis; and (ii) if values to be allocated are greater than in the previous fiscal year, each tax rate area will receive a pro-rata share of the increase from each assessed utility according to a specified formula. Additionally, the lien date on State -assessed property is changed from March 1 to January 1. AB 454 (Statutes of 1987, Chapter 921) further modifies chapter 1457 regarding the distribution of tax revenues derived from property assessed by the State Board of Equalization. Chapter 921 provides for the consolidation of all State -assessed property, except for regulated railroad property, into a single tax rate area in each county. Chapter 921 further provides for a new method of establishing tax rates on State -assessed property and distribution of property tax revenue derived from State -assessed property to taxing jurisdictions within each county in accordance with a new formula. Railroads will continue to be assessed and revenues allocated to all tax rate areas where railroad property is sited. Article XIIIA of the State Constitution Article XIIIA limits the amount of ad valorem taxes on real property to 1 % of "full cash value" of such property, as determined by the county assessor. Article XIIIA defines "full cash value" to mean "the County Assessor's valuation of real property as shown on the 1975-76 tax bill under `full cash value,' or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment." Furthermore, the "full cash value" of all real property may be increased to reflect the rate of inflation, as shown by the consumer price index, not to exceed 2% per year, or may be reduced. Article XIIIA has subsequently been amended to permit reduction of the "full cash value" base in the event of declining property values caused by substantial damage, destruction or other factors, and to provide that there would be no increase in the "full cash value" base in the event of reconstruction of property damaged or destroyed in a disaster and in other special circumstances. Article XIIIA (i) exempts from the 1 % tax limitation taxes to pay debt service on (a) indebtedness approved by the voters prior to July 1, 1978 or (b) bonded indebtedness for the acquisition or 35 improvement of real property approved on or after July 1, 1978, by two-thirds of the votes cast by the voters voting on the proposition; (ii) requires a vote of two-thirds of the qualified electorate to impose special taxes, or certain additional ad valorem taxes; and (iii) requires the approval of two-thirds of all members of the State Legislature to change any State tax laws resulting in increased tax revenues. The validity of Article XIIIA has been upheld by both the California Supreme Court and the United States Supreme Court. In the general election held November 4, 1986, voters of the State approved two measures, Propositions 58 and 60, which further amended Article XIIIA. Proposition 58 amended Article XIIIA to provide that the terms "purchase" and "change of ownership," for the purposes of determining full cash value of property under Article XIIIA, do not include the purchase or transfer of (1) real property between spouses and (2) the principal residence and the first $1,000,000 of other property between parents and children. This amendment to Article XIIIA may reduce the rate of growth of local property tax revenues. Proposition 60 amended Article XIIIA to permit the Legislature to allow persons over the age of 55 who sell their residence and buy or build another of equal or lesser value within two years in the same county, to transfer the old residence assessed value to the new residence. As a result of the Legislature's action, the growth of property tax revenues may decline. Legislation enacted by the Legislature to implement Article XIIIA provides that all taxable property is shown at full assessed value as described above. In conformity with this procedure, all taxable property value included in this Official Statement is shown at 100% of assessed value and all general tax rates reflect the $1 per $100 of taxable value (except as noted). Tax rates for voter -approved bonded indebtedness and pension liabilities are also applied to 100% of assessed value. Appropriations Limitation — Article XIIIB Article XIIIB limits the annual appropriations of the State and its political subdivisions to the level of appropriations for the prior fiscal year, as adjusted for changes in the cost of living, population and services rendered by the government entity. The "base year" for establishing such appropriations limit is the 1978/79 fiscal year, and the limit is to be adjusted annually to reflect changes in population, consumer prices and certain increases in the cost of services provided by these public agencies. Section 33678 of the Redevelopment Law provides that the allocation of taxes to a redevelopment agency for the purpose of paying principal of, or interest on, loans, advances, or indebtedness shall not be deemed the receipt by an agency of proceeds of taxes levied by or on behalf of an agency within the meaning of Article XIIIB, nor shall such portion of taxes be deemed receipt of proceeds of taxes by, or an appropriation subject to the limitation of, any other public body within the meaning or for the purpose of the Constitution and laws of the State, including Section 33678 of the Redevelopment Law. The constitutionality of Section 33678 has been upheld in two California appellate court decisions. On the basis of these decisions, the Agency has not adopted an appropriations limit. Articles XIIIC and XIIID of the State Constitution At the election held on November 5, 1996, Proposition 218 was passed by the voters of California. The initiative added Articles XIIIC and XIIID to the State Constitution. Provisions in the two articles affect the ability of local government to raise revenues. The Bonds are secured by sources of revenues that are not subject to limitation by Proposition 218. See also "— Propositions 218 and 26" below. 36 Proposition 87 On November 8, 1988, the voters of the State approved Proposition 87, which amended Article XVI, Section 16 of the State Constitution to provide that property tax revenue attributable to the imposition of taxes on property within a redevelopment project area for the purpose of paying debt service on certain bonded indebtedness issued by a taxing entity (not the Prior Agency or the Agency) and approved by the voters of the taxing entity after January 1, 1989 will be allocated solely to the payment of such indebtedness and not to redevelopment agencies. Redevelopment Time Limits In 1993, the State legislature passed AB 1290, which, among other things, required redevelopment agencies to adopt time limits in each redevelopment plan specifying: 1) the last date to incur debt for a redevelopment project; 2) the last date to undertake redevelopment activity within a project area; and 3) the last date to collect tax increment revenue from a project area to repay debt. Pursuant to AB 1290, which took effect January 1, 1994, the City Council adopted ordinances amending the Redevelopment Plans in the Project Areas to impose limits on plan activity in each area, as well as a date past which tax increment revenue could not be collected. In 2001, the California Legislature enacted SB 211, Chapter 741, Statutes 2001, effective January 1, 2002 ("SB 211"), which authorized, among other things, the deletion by ordinance of the legislative body of the AB 1290 limitation on incurring indebtedness contained in a redevelopment plan adopted prior to January 1, 1994. However, such elimination triggers statutory tax sharing with those taxing entities that do not have Pass -Through Agreements. The City adopted an ordinance, pursuant to the authorization contained in SB 211, deleting the limit on the Agency's authority to incur loans, advances and indebtedness with respect to the Project Areas. SB 211 also prescribed additional requirements that a redevelopment agency would have to meet upon extending the time limit on the effectiveness of a redevelopment plan, including requiring an increased percentage of new and substantially rehabilitated dwelling units to be available at affordable housing cost to persons and families of low or moderate income prior to the termination of the effectiveness of the plan. Legislation passed in 2003 (SB 1045) and 2004 (SB 1096) required redevelopment agencies to remit monies to the applicable county Educational Revenue Augmentation Fund ("ERAF") and also permits redevelopment agencies to extend their ability to collect tax increment by one year for each payment required by such legislation to be made in 2003-04, 2004-05 and 2005-06. The extensions for 2004-05 and 2005-06 apply only to plans with existing limits on the effectiveness of the plan that are less than 20 years from the last day of the fiscal year in which the ERAF payment is made. The City adopted ordinances, pursuant to the authorization granted in SB 1045, SB 1096, extending the time limits on the effectiveness of the Redevelopment Plans and the receipt of the tax increment. See "THE PROJECT AREAS." Appeals of Assessed Values Pursuant to California law, a property owner may apply for a reduction of the property tax assessment for such owner's property by filing a written application, in a form prescribed by the State Board of Equalization, with the appropriate county board of equalization or assessment appeals board. In the County, a property owner desiring to reduce the assessed value of such owner's property in any one year must submit an application to the County Assessment Appeals Board (the "Appeals 37 Board"). Applications for any tax year must be submitted by September 15 of such tax year. Following a review of each application by the staff of the County Assessor's Office, the staff makes a recommendation to the Appeals Board on each application which has not been rejected for incompleteness or untimeliness or withdrawn. The Appeals Board holds a hearing and either reduces the assessment or confirms the assessment. The Appeals Board generally is required to determine the outcome of appeals within two years of each appeal's filing date. Any reduction in the assessment ultimately granted applies only to the year for which application is made and during which the written application is filed. The assessed value increases to its pre -reduction level for fiscal years following the year for which the reduction application is filed. However, if the taxpayer establishes through proof of comparable values that the property continues to be overvalued (known as "ongoing hardship"), the Assessor has the power to grant a reduction not only for the year for which application was originally made, but also for the then current year as well. Appeals for reduction in the "base year" value of an assessment, which generally must be made within three years of the date of change in ownership or completion of new construction that determined the base year, if successful, reduce the assessment for the year in which the appeal is taken and prospectively thereafter. Moreover, in the case of any reduction in any one year of assessed value granted for "ongoing hardship" in the then current year, and also in any cases involving stipulated appeals for prior years relating to base year and personal property assessments, the property tax revenues from which Pledged Tax Revenues are derived attributable to such properties will be reduced in the then current year. In practice, such a reduced assessment may remain in effect beyond the year in which it is granted. See "THE PROJECT AREAS Largest Taxpayers" for information regarding the assessed valuations of the top ten property owners within the Project Areas. Proposition 8 Proposition 8, approved in 1978 (California Revenue and Taxation Code Section 51(b)), provides for the assessment of real property at the lesser of its originally determined (base year) full cash value compounded annually by the inflation factor, or its full cash value as of the lien date, taking into account reductions in value due to damage, destruction, obsolescence or other factors causing a decline in market value. Reductions under this code section may be initiated by the County Assessor or requested by the property owner. After a roll reduction is granted under this code section, the property is reviewed on an annual basis to determine its full cash value and the valuation is adjusted accordingly. This may result in further reductions or in value increases. Such increases must be in accordance with the full cash value of the property and may exceed the maximum annual inflationary growth rate allowed on other properties under Article XIIIA of the State Constitution. Once the property has regained its prior value, adjusted for inflation, it once again is subject to the annual inflationary factor growth rate allowed under Article XIIIA. Propositions 218 and 26 On November 5, 1996, California voters approved Proposition 218—Voter Approval for Local Government Taxes —Limitation on Fees, Assessments, and Charges —Initiative Constitutional Amendment. Proposition 218 added Articles XIIIC and XIIID to the State Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property -related fees and charges. On November 2, 2010, California voters approved Proposition 26, the "Supermajority Vote to Pass New Taxes and Fees Act." Proposition 26 amended Article XIIIC of the California Constitution by adding an expansive definition for the term "tax," which previously was not defined under the California Constitution. Pledged Tax Revenues securing the Bonds are derived from property taxes which are outside the scope of taxes, assessments and property -related fees and charges W. which are limited by Proposition 218 and outside of the scope of taxes which are limited by Proposition 26. Future Initiatives Article XIIIA, Article XIIIB, Article XIIIC and Article XIIID and certain other propositions affecting property tax levies were each adopted as measures which qualified for the ballot pursuant to California's initiative process. From time to time other initiative measures could be adopted, further affecting Agency revenues or the Agency's ability to expend revenues. THE PROJECT AREAS Project Area No. 1— Background On November 29, 1983, following requisite studies and hearing by the Planning Commission and the Agency, the City Council passed Ordinance No. 43 which approved and adopted the Redevelopment Plan for Project Area No. 1. The Ordinance became effective December 29, 1983. The Project Area No. 1 Redevelopment Plan provides for the elimination of blight and deterioration which were found to exist in Project Area No. 1. In December, 1994 and March, 1995, the Prior Agency amended the Project Area No. 1 Redevelopment Plan in order to better address infrastructure and economic development needs within Project Area No. 1. The Plan Amendment (a) increased the aggregate tax increment limit for the Project Area No. 1 to $2 billion and the outstanding bonded indebtedness limit to $200 million, (b) expanded the list of infrastructure and public facility projects the Agency may fund with tax increment revenues and (c) established new time frames within which the Agency may incur indebtedness for Project Area No. 1, use eminent domain for property acquisition and undertake redevelopment projects, and receive tax increment revenue. For additional Project Area No. 1 information, see Appendix F — "FINANCIAL ADVISORS REPORT" herein. Project Area No. 2 — Background On May 16, 1989, following requisite studies and hearing by the Planning Commission and the Prior Agency, the City Council passed Ordinance No.139 which approved and adopted the Redevelopment Plan for Project Area No. 2. The Ordinance became effective June 15, 1989. The Project Area No. 2 Redevelopment Plan was amended on March 16, 2004 to increase the tax increment limit from $400,000,000 to $1,500,000,000. The Project Area No.2 Redevelopment Plan provides for the elimination of physical blight and economic obsolescence which was found to exist in Project Area No. 2. For additional Project Area No. 2 information, see Appendix F — "FINANCIAL ADVISORS REPORT" herein. Redevelopment Plan Limitations As amended, the Project Area No. 1 Redevelopment Plan terminates on November 29, 2024, with the Agency collecting tax increment revenues through November 29, 2034 in compliance with Section 33333.6 of the Redevelopment Law. 39 Bonded Indebtedness Cumulative Amount (principal) Tax Increment Cumulative Limit* Final Date to Collect Tax Increment *$643,768,448 received as of June 30, 2013. Project Area No. 1 R edevelopm en t Plan L im it $200,000,000 $2,000,000,000 November 29, 2034 As amended, the Project Area No. 2 Redevelopment Plan terminates on May 16, 2030, with the Agency collecting tax increment revenues through May 16, 2040 in compliance with Section 33333.6 of the Redevelopment Law. Project Area No. 2 Redevelopment Plan Limit Bonded Indebtedness Cumulative Amount (principal) $187,860,000* Tax Increment Cumulative Limit** $1,500,000,000 Final Date to Collect Tax Increment May 16, 2040 Extension of Plan Limits. The California Legislature enacted S13211, Chapter 741, Statutes 2001, effective January 1, 2002 ("SB211"). SB211 provides, among other things, that, at anytime after its effective date, the limitation on incurring indebtedness contained in a redevelopment plan adopted prior to January 1, 1994, may be deleted by ordinance of the legislative body. However, such deletion will trigger statutory tax sharing with those taxing entities that do not have tax sharing agreements. Tax sharing will be calculated based on the increase in assessed valuation after the year in which the limitation would otherwise have become effective. See "THE PROJECT AREAS Redevelopment Plan Limitations" describing the current limitation on the Agency's incurring of indebtedness. SB211 also authorizes the amendment of a redevelopment plan adopted prior to January 1, 1994 to extend for not more than 10 years the effectiveness of the redevelopment plan and the time to receive tax increment revenues and to pay indebtedness. Any such extension must meet certain specified requirements, including the requirement that the redevelopment agency establish the existence of both physical and economic blight within a specified geographical area of the redevelopment project and that any additional tax increment revenues received by the redevelopment agency because of the extension be used solely within the designated blighted area. SB211 authorizes any affected taxing entity, the Department of Finance, or the Department of Housing and Community Development to request the Attorney General to participate in the proceedings to effect such extensions. It also would authorize the Attorney General to bring a civil action to challenge the validity of the proposed extensions. SB211 also prescribes additional requirements that a redevelopment agency would have to meet upon extending the time limit on the effectiveness of a redevelopment plan, including requiring an increased percentage of new and substantially rehabilitated dwelling units to be available at affordable housing cost to persons and families of low or moderate income prior to the termination of the effectiveness of the plan. 40 Location and Surrounding Area Project Area No. 1 encompasses approximately 17.9 square miles (11,475 acres) accounting for approximately fifty percent (50%) of the total current corporate area of the City. Project Area No. 2 encompasses approximately 4.9 square miles (3,130 acres) accounting for approximately fourteen percent (14%) of the total corporate area of the City. Controls, Land Use and Building Restrictions All real property in the Project Areas is subject to the controls and restrictions of the Redevelopment Plans. The Redevelopment Plans require that new construction shall comply with all applicable State statutes and local laws in effect, including the City zoning ordinances and City codes for building, electrical works, heating, ventilating, housing and plumbing. The Redevelopment Plans further provide that no new improvement or addition to an existing building shall be substantially modified, altered, repaired or rehabilitated except in accordance with architectural, landscape and site plans submitted to and approved by the Agency. The Redevelopment Plans allow commercial, residential, public and institutional uses within the Project Areas but specifies the particular land use area in which such use is permitted. The Agency may permit an existing but nonconforming use to remain so long as the existing building is in good condition and is generally compatible with other surrounding development uses. The owner of such property must be willing to enter into a participation agreement and abide by any reasonable restriction deemed necessary to protect the development and use of the Project Areas. The owner -participant must receive prior authorization and approval from the Agency to make additions, repairs, alterations or other improvements to his nonconforming use structure. Within the limits, restrictions and controls established in the Redevelopment Plans, the Agency is authorized to establish heights of buildings, land coverage, setback requirements, design criteria, traffic circulation, traffic access and other development and design controls necessary for proper development of both private and public segments within the Project Areas. Under certain circumstances, the Agency is authorized to permit a variation from the limits, restrictions and controls granted which changes a basic land use or which permits other than a minor departure from the Redevelopment Plans provisions. In permitting a variation, the Agency shall impose such conditions as are necessary to protect the public health, safety or welfare and to assure compliance with the purposes of the Redevelopment Plans. Any variation permitted by the Agency shall not supersede any other approval required under City codes and ordinances. The Agency currently has several developments under construction or plan approval process in the Project Areas. These developments are described in " APPENDIX F—Financial Advisors Report" herein. Pass -Through Agreements and Obligations with Various Taxing Agencies Pursuant to the Law, the Prior Agency entered into tax sharing agreements or is required to make statutory pass -through payments with affected taxing agencies in Project Area No. 1. Except as noted below, these pass -through agreements are expressly subordinated to the pledge of Pledged Tax Revenues to the payment of the Bonds. However, under the Dissolution Act the Agency must request the use of the subordinated pass -through covenants. For a description of the process required by the Dissolution Act, see the discussion under "SECURITY FOR THE BONDS — Tax Increment Financing" to the extent 41 requested in advance by the Agency. The Agency has not requested subordination due to sufficiency of Pledged Tax Revenues: (1) Coachella Valley Unified School District***; (2) Coachella Valley Mosquito and Vector Control District**; (3) Coachella Valley Water District**; (4) County of Riverside; (5) Desert Sands Unified School District; (6) Desert Community College District; (7) County Superintendent of Schools/Office of Education*; (8) Coachella Valley Public Cemetery District*; (9) Desert Recreation District*; (10) Coachella Valley Resource Conservation District*; and (11) City of La Quinta*. * Statutory, See Appendix F for anticipated start dates. ** Not subordinate. *** Obligation paid in full. Pursuant to the Law, the Prior Agency entered into tax sharing agreements or is required to make statutory pass -through payments with affected taxing agencies in Project Area No. 2. These pass -through agreements are not subordinated to the pledge of Pledged Tax Revenues to the payment of the Bonds. (1) County of Riverside; (2) Desert Community College District; (3) Riverside County Superintendent of Schools/Office of Education; (4) Coachella Valley Water District; (5) Desert Recreation District; (6) Desert Sands Unified School District; (7) Coachella Valley Mosquito and Vector Control District; (8) Coachella Valley Resource Conservation District*; (9) Coachella Valley Public Cemetery District*; and (10) City of La Quinta*. * Statutory, See Appendix F for anticipated start dates. 42 Largest Local Secured Taxpayers Set forth below are the ten largest local secured taxpayers in Project Area No. 1 based on the 2012-13 secured property tax roll. These taxpayers represent approximately 9.4% of the total secured valuation in Project Area No. 1 of $5,245,952,426. % of Property Owner Land Use Secured Value Total KSL Desert Resort, et al. Hotel/Golf Course/Vacant Land $151,797,451 3.6% Sunrise Desert Partners Condominiums/Vacant Land 70,490,223 1.7 MSR Resort Golf Course Golf Course 49,009,939 1.2 Village Resort Hotel/Golf Course/Vacant Land 24,486,681 0.6 Lands LP Apartments 20,553,610 0.5 Nadador LLC Timeshare Property 18,584,114 0.4 CNL Desert Resort LP Hotel 18,234,484 0.4 Quarry at La Quinta, et al. Golf Course 15,240,254 0.4 LQ Investment Commercial 13,776,608 0.3 Old Town La Quinta LLC Commercial 12,607,588 0.3 Total $394,780,952 9.4% (1) Taxpayers with similar names and matching mailing addresses on the County Assessor's tax roll are counted as a single taxpayer. (z) Includes the KSL Desert Resort, KSL La Quinta Corp., KSL Land Corp., KSL Land III Corp., KSL PGA, KSL Landmark Corp., KSL Recreation Cr., and KSL Hotel Land. (3) Includes the Quarry at La Quinta Inc. and the Quarry La Quinta Homeowners Assn. Source: Harrell & Company Advisors LLC. Set forth below are the ten largest local secured taxpayers in Project Area No. 2 based on the 2012-13 secured property tax roll. These taxpayers represent approximately 10.4% of the total secured valuation in Project Area No. 2 of $2,804,622,207. % of Property Owner Land Use Secured Value Total Inland America La Quinta Pavillion Commercial $ 43,399,514 1.9% Wal Mart Real Estate Business Trust Commercial 26,668,169 1.2 TD Desert Dev LP Commercial 25,120,550 1.1 Aventine Development Commercial 23,840,59 1.0 Washington 111 Ltd Apartments 22,872,277 1.0 Costco Wholesale Corp. Commercial 22,650,603 1.0 One Eleven La Quinta Commercial 20,987,206 0.9 Komar Desert Properties Commercial 20,737,366 0.9 Target Corp. Commercial 16,555,317 0.7 Eagle Hardware & Garden Inc. Commercial 15,387,518 0.7 Total $240,218,579 10.4 % (1) Taxpayers with similar names and matching mailing addresses on the County Assessor's tax roll are counted as a single taxpayer. (2) Includes TD Desert Dev LTD Partnership, TD Desert Dev LTD, and Desert Dev LTD. (3) Includes Wal Mart Real Estate Business Trust, Wal Mart Stores Inc., and Wal Mart Stores East LP. (4) Includes Eagle Hardware and Garden Inc., and Lowes HIW Inc. Both taxpayers are listed on the same parcel. Lowes is identified as the taxpayer for fixtures. Source: Harrell & Company Advisors LLC 43 Teeter Plan and Delinquency Rates The Riverside County property tax delinquency rate has ranged from approximately 8 percent in 2009-10 decreasing to 7.5% in 2011-12. According to the County Auditor -Controller, the delinquency rate Countywide in Fiscal Year 2012-13 to date was 5.8 percent. The County participates in the "Teeter Plan," which stabilizes property tax payments at 100 percent of anticipated receipts although deposits to the RPTTF are not part of the Teeter Plan. These deposits are payable based on first collection so consequently, delinquent property taxes do not impact the Agency's tax increment revenues. PLEDGED TAX REVENUES Pledged Tax Revenues (as described in the section "SECURITY FOR THE BONDS" herein) are to be deposited in the Redevelopment Obligation Retirement Fund, and thereafter and after transfers have been made by the Agency to the Debt Service Fund, administered by the Trustee and applied to the payment of the principal of and interest on the Bonds. Schedule of Historical Pledged Tax Revenues The following tables are a schedule of the taxable valuations and resulting Pledged Tax Revenues in the Project Areas for the Fiscal Years 2008-09 through 2012-13. PROJECT AREA NO. 1 HISTORICAL ASSESSED VALUATIONS AND GROSS TAX INCREMENT REVENUES 2008-09 2009-10 2010-11 Secured Assessed Value $ 5,245,952,426 $ 4,913,325,225 $ 4,517,918,665 Unsecured Assessed Value 35,019,471 36,007,022 35,791,524 Total Assessed Valuation(l) 5,280,971,897 4,949,332,247 4,553,710,189 Base Year Valuation (199,398,233) (199,398,233) (199,398,233) Incremental Valuation $ 5,081,573,664 $ 4,749,934,014 $ 4,354,311,956 1 % Tax Rate 1.000% 1.000% 1.000% Tax Increment Revenues 50,815,737 47,499,340 43,543,120 Unitary Revenue 374,356 344,906 364,775 Gross Tax Revenues $ 51,190,093 $ 47,844,246 $ 43,907,895 Actual Tax Revenues $ 50,649,225 $ 48,147,236 $ 43,990,589 (1) Taxable Valuation as of August 20 equalized roll. Source: Harrell & Company Advisors LLC. 2011-12 $ 4,248,567,040 31.665.376 4,280,232,416 (199,398,233) $ 4,080,834,183 1.000% 40,808,342 496.731 $ 41,305,073 $ 41,157,343 2012-13 $ 4,220,927,365 33.872.601 4,254,799,966 (199,398,233) $ 4,055,401,733 1.000% 40,554,017 468.931 $ 41,022,948 $ 41,220,251 44 Actual Tax Increment Collections and deductions from Tax Increment Revenues for Project Area No. 1 are shown below: PROJECT AREA NO. 1 HISTORICAL TAX REVENUES 2009-10 Actual Tax Revenues $ Housing Set -Aside - Housing Obligations Senior Tax Sharing _( ) Available for Debt Service $ Subordinate Tax Sharing ( ) Net Available $ 2010-11 $ 43,990,589 (8,798,118) (1,833,512) $ 33,358,959 (17,915,090) $ 15,443,869 2011-12 $ 41,157,343 (5,480,234) (1,661,527) $ 34,015,582 (16,702,023) $ 17,313,559 2012-13 $ 41,220,251 (5,555,434) (1,382,643) $ 34,282,174 (16,671,443) $ 17,610,731 Prorata share of 2011 Loan based on amounts from each Project Area that would have been required to be set aside for Low and Moderate Income Housing. PROJECT AREA NO. 2 HISTORICAL ASSESSED VALUATIONS AND GROSS TAX INCREMENT REVENUES 2009-10 2010-11 2011-12 2012-13 2013-14 Secured Assessed Value $ 2,599,130,531 $ 2,424,915,500 $ 2,360,463,457 $ 2,318,312,944 $ 2,426,052,754 Unsecured Assessed Value 65,575,780 60,334,289 57,899,939 62,055,089 67,195,981 Total Assessed Valuation(O 2,664,706,311 2,485,249,789 2,418,363,396 2,380,368,033 2,493,248,735 Base Year Valuation (95,182,755) (95,182,755) (95,182,755) (95,182,755) (95,182,755) Incremental Valuation $ 2,569,523,556 $ 2,390,067,034 $ 2,323,180,641 $ 2,285,185,278 $ 2,398,065,980 Basic Tax Rate/$100 1.000% 1.000% 1.000% 1.000% 1.000% Tax Increment Revenues 25,695,236 23,900,670 23,231,806 22,851,853 23,980,660 Unitary Revenue 106,080 115,199 181,183 174,162 175,000 Gross Tax Revenues $ 25,801,316 $ 24,015,869 $ 23,412,989 $ 23,026,015 $ 24,155,660 Actual Tax Revenues $ 25,953,975 $ 24,186,295 $ 23,513,859 $ 22,893,004 N/A (1) Taxable Valuation as of August 20 equalized roll. Source: Harrell & Company Advisors LLC. Actual Tax Increment Collections and deductions from Tax Increment Revenues for Project Area No. 2 are shown below: PROJECT AREA NO.2 HISTORICAL TAX REVENUES 2009-10 2010-11 2011-12 2012-13 Actual Tax Revenues $ 25,953,975 $ 24,186,295 $ 23,513,859 $ 22,893,004 Housing Set -Aside (5,190,795) (4,837,259) - - Housing Obligations (1) - - (3,130,947) (3,055,747) Senior Tax Sharing (16,376,233) (16,297,224) (15,854,843) (15,684,399) Available for Debt Service $ 4,386,947 $ 3,051,812 $ 4,528,069 $ 4,152,858 Prorata share of 2011 Loan based on amounts from each Project Area that would have been required to beset aside for Low and Moderate Income Housing. Source: Prior Agency audited financial statements and Riverside County Auditor -Controller. 45 Projected Taxable Valuation and Pledged Tax Revenues The Agency has retained Harrell & Company Advisors LLC of Orange, California to provide projections of taxable valuation and Pledged Tax Revenues from developments in the Project Areas. The Agency believes the assumptions (set forth in the footnotes below and Appendix F - "FINANCIAL ADVISOR'S REPORT") upon which the projections are based are reasonable; however, some assumptions may not materialize and unanticipated events and circumstances may occur (see "RISK FACTORS"). Therefore, the actual Pledged Tax Revenues received during the forecast period may vary from the projections and the variations may be material. A summary of the projected taxable valuation and Pledged Tax Revenues is as follows: SUCCESSOR AGENCY PROJECTED PLEDGED TAX REVENUES (In $ Thousands) Fiscal Project No. 1 Project No. 2 Pledged Year Tax Revenues (1) Tax Revenues i1i Tax Revenues 2014 $18,648 $3,907 $22,555 2015 18,779 4,065 22,844 2016 19,247 4,234 23,481 2017 18,933 4,384 23,317 2018 19,401 4,552 23,953 2019 19,883 4,717 24,600 2020 20,368 4,875 25,243 2021 20,861 5,041 25,902 2022 21,372 5,214 26,586 2023 21,893 5,388 27,281 2024 22,419 5,545 27,964 2025 22,957 5,714 28,671 2026 23,507 5,888 29,395 2027 24,070 6,069 30,139 2028 24,642 6,255 30,897 2029 25,224 6,439 31,663 2030 25,816 6,625 32,441 2031 26,427 6,822 33,249 2032 27,044 7,019 34,063 2033 27,676 7,218 34,894 2034 28,318 7,002 35,320 2035 - 7,635 7,635 2036 - 7,844 7,844 2037 - 10,753 10,753 2038 - 10,975 10,975 2039 - 11,200 11,200 2040 - 12,361 12,361 ") Net of 2004 and 2011 Loan Payments and 2011 Bond Payments Source: Harrell & Company Advisors LLC. 46 Series A Bonds Annual Debt Service Set forth below is the annualized debt service for the term of the Series A Bonds. Maturity Date Series A Bonds Series A Bonds Series A Bonds September I of Principal* Interest* Debt Service* 2014 $ 4,590,000 $ 3,382,234 $ 7,972,234 2015 3,565,000 4,405,600 7,970,600 2016 3,685,000 4,298,650 7,983,650 2017 3,780,000 4,188,100 7,968,100 2018 3,935,000 4,036,900 7,971,900 2019 4,090,000 3,879,500 7,969,500 2020 4,255,000 3,715,900 7,970,900 2021 4,470,000 3,503,150 7,973,150 2022 4,705,000 3,279,650 7,984,650 2023 4,930,000 3,044,400 7,974,400 2024 5,180,000 2,797,900 7,977,900 2025 5,435,000 2,538,900 7,973,900 2026 5,655,000 2,321,500 7,976,500 2027 5,935,000 2,038,750 7,973,750 2028 6,230,000 1,742,000 7,972,000 2029 6,550,000 1,430,500 7,980,500 2030 6,875,000 1,103,000 7,978,000 2031 7,220,000 759,250 7,979,250 2032 7,580,000 398,250 7,978,250 2033 385,000 19,250 404,250 Total $99,050,000 $52,883,384 $151,933,384 * Preliminary, subject to change. 47 Series B Bonds Annual Debt Service Set forth below is the annualized debt service for the term of the Series B Bonds. Maturity Date Series B Bonds Series B Bonds Series B Bonds September 1 of Principal* Interest* Debt Service* 2014 $ 1,135,000 $ 769,588 $ 1,904,588 2015 885,000 1,022,084 1,907,084 2016 895,000 1,009,429 1,904,429 2017 915,000 992,692 1,907,692 2018 935,000 971,281 1,906,281 2019 960,000 944,634 1,904,634 2020 995,000 912,570 1,907,570 2021 1,030,000 875,058 1,905,058 2022 1,075,000 832,416 1,907,416 2023 1,125,000 785,009 1,910,009 2024 1,175,000 733,371 11908,371 2025 1,235,000 673,211 1,908,211 2026 1,295,000 609,979 1,904,979 2027 1,365,000 543,675 1,908,675 2028 1,445,000 467,099 1,912,099 2029 1,520,000 386,034 1,906,034 2030 1,605,000 300,762 1,905,762 2031 1,705,000 206,388 1,911,388 2032 1,805,000 106,134 1,911,134 Total $23,100,000 $13,141,411 $36,241,411 * Preliminary, subject to change. Combined Annual Debt Service Set forth below is the combined annualized debt service for the term of the Senior Bonds, Series A Bonds and Series B Bonds. Maturity Date 2004 Loan 2011 2011 Loan Series A Series B Combined September I of Obligation Bonds Obligation Bonds* Bonds* Debt Service* 2014 $ 5,950,306 $ 515,005 $ 2,692,267 $ 7,972,234 $ 1,904,588 $ 19,034,401 2015 5,946,556 512,855 2,692,967 7,970,600 1,907,084 19,030,063 2016 5,947,369 510,705 2,689,717 7,983,650 1,904,429 19,035,870 2017 5,947,144 518,555 2,691,677 7,968,100 1,907,692 19,033,168 2018 5,945,619 514,993 2,693,396 7,971,900 1,906,281 19,032,188 2019 5,947,531 516,430 2,690,171 7,969,500 1,904,634 19,028,266 2020 5,947,356 517,511 2,692,231 7,970,900 1,907,570 19,035,568 2021 5,949,831 518,236 2,694,381 7,973,150 1,905,058 19,040,657 2022 5,949,431 513,605 2,691,061 7,984,650 1,907,416 19,046,163 2023 5,945,894 513,665 2,690,321 7,974,400 1,910,009 19,034,288 2024 5,948,956 513,345 2,689,641 7,977,900 1,908,371 19,038,213 2025 5,947,831 512,645 2,693,641 7,973,900 1,908,211 19,036,228 2026 5,946,331 516,565 2,691,561 7,976,500 1,904,979 19,035,936 2027 5,945,831 514,725 2,693,401 7,973,750 1,908,675 19,036,382 2028 5,945,831 511,983 2,689,651 7,972,000 1,912,099 19,031,563 2029 5,945,831 513,833 2,693,396 7,980,500 1,906,034 19,039,594 2030 5,950,331 514,868 2,693,451 7,978,000 1,905,762 19,042,412 2031 5,947,788 515,088 2,689,421 7,979,250 1,911,388 19,042,934 2032 5,948,200 514,493 2,690,911 7,978,250 1,911,134 19,042,988 2033 5,945,800 513,083 2,693,634 404,250 - 9,556,766 2034 5,950,075 935,858 2,694,251 - - 9,580,184 2035 - 933,180 2,691,957 - - 3,625,137 2036 - 936,835 2,690,943 - - 3,627,778 2037 - 936,008 - - - 936,008 2038 - 935,698 - - 935,698 2039 935,498 935,498 Total $124,899,844 $15,905,260 $61,914,048 $151,933,384 $36,241,411 $390,893,948 * Preliminary, subject to change. 49 Debt Service Coverage Set forth below is the estimated debt service coverage of the Bonds and the Senior Bonds using Fiscal Year 2013-14 Pledged Tax Revenues without additional growth through maturity. Bond Year Ending No Growth Pledged Combined Annual Combined Debt September I Tax Revenues Debt Service *(�) Service Coverage 2014 $31,712,000 $19,034,401 1.67x 2015 31,706,850 19,030,063 1.67x 2016 31,702,700 19,035,870 1.67x 2017 31,712,550 19,033,168 1.67x 2018 31,708,988 19,032,188 1.67x 2019 31,709,425 19,028,266 1.67x 2020 31,712,506 19,035,568 1.67x 2021 31,717,231 19,040,657 1.67x 2022 31,708,600 19,046,163 1.66x 2023 31,704,660 19,034,288 1.67x 2024 31,707,340 19,038,213 1.67x 2025 31,708,640 19,036,228 1.67x 2026 31,709,560 19,035,936 1.67x 2027 31,708,720 19,036,382 1.67x 2028 31,702,978 19,031,563 1.67x 2029 31,707,828 19,039,594 1.67x 2030 31,712,863 19,042,412 1.67x 2031 31,707,083 19,042,934 1.67x 2032 31,708,488 19,042,988 1.67x 2033 31,708,078 9,556,766 3.32x 2034 32,134,853 9,580,184 3.35x 2035 7,532,175 3,625,137 2.08x 2036 7,534,830 3,627,778 2.08x 2037 4,843,003 936,008 5.17x 2038 4,842,693 935,698 5.18x 2039 4,842,493 935,498 5.18x * Preliminary, subject to change. Gross Pledged Tax Revenues include No Growth Pledged Tax Revenues without netting 2004 and 2011 Loan Obligation Payments and 2011 Bonds Payments. (2) Includes the 2004 Loan Obligation, 2011 Loan Obligation, 2011 Bonds, Series A Bonds and Series B Bonds. Source: The Financial Advisor and the Underwriter. 50 Set forth below is the estimated debt service coverage of the Bonds and the Senior Bonds using Fiscal Year 2013-14 Pledged Tax Revenues and a 2% annual growth scenario thereafter through maturity. Bond Year Ending Pledged Tax Combined Annual Combined Debt September I Revenues (1) Debt Service*(2) Service Coverage* 2014 $31,712,000 $19,034,401 1.67x 2015 31,996,000 19,030,063 1.68x 2016 32,629,000 19,035,870 1.71x 2017 32,475,000 19,033,168 1.71x 2018 33,107,000 19,032,188 1.74x 2019 33,754,000 19,028,266 1.77x 2020 34,401,000 19,035,568 1.81x 2021 35,064,000 19,040,657 1.84x 2022 35,740,000 19,046,163 1.88x 2023 36,431,000 19,034,288 1.91x 2024 37,116,000 19,038,213 1.95x 2025 37,825,000 19,036,228 1.99x 2026 38,550,000 19,035,936 2.03x 2027 39,293,000 19,036,382 2.06x 2028 40,045,000 19,031,563 2.10x 2029 40,816,000 19,039,594 2.14x 2030 41,599,000 19,042,412 2.18x 2031 42,401,000 19,042,934 2.23x 2032 43,216,000 19,042,988 2.27x 2033 44,047,000 9,556,766 4.61x 2034 44,900,000 9,580,184 4.69x 2035 11,260,000 3,625,137 3.1lx 2036 11,472,000 3,627,778 3.16x 2037 11,689,000 936,008 12.49x 2038 11,911,000 935,698 12.73x 2039 12,135,000 935,498 12.97x * Preliminary, subject to change. (1) Gross Pledged Tax Revenues include No Growth Pledged Tax Revenues without netting 2004 and 2011 Loan Obligation Payments and 2011 Bonds Payments. (2) Includes the 2004 Loan Obligation, 2011 Loan Obligation, 2011 Bonds, Series A Bonds and Series B Bonds. Source: The Financial Advisor and the Underwriter. CONCLUDING INFORMATION Underwriting The Bonds have been sold at a net interest cost of % for the Series A Bonds and % for the Series B Bonds. The original purchase price (including the reoffering premium) to be paid for the Bonds is $ for the Series A Bonds and $ for the Series B Bonds. The Underwriter intends to offer the Bonds to the public initially at the yield set forth on the cover page of this Official Statement, which yield may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other underwriters in offering the Bonds to the public. The Underwriter may offer and sell Bonds to certain dealers (including dealers 51 depositing Bonds into investment trusts) at prices lower than the public offering prices, and such dealers may reallow any such discounts on sales to other dealers. Verification of Mathematical Accuracy Grant Thornton, LLP, Minneapolis, Minnesota, an independent accountant, upon delivery of the Bonds, will deliver a report on the mathematical accuracy of certain computations, contained in schedules provided to them that were prepared by the Underwriter, relating to the sufficiency of moneys deposited into the respective Escrow Funds created under the Escrow Agreement, to pay, when due, the principal, whether at maturity or upon prior redemption, interest and redemption premium requirements with respect to the Refunded Bonds. The report of Grant Thornton, LLP will include the statement that the scope of its engagement is limited to verifying the mathematical accuracy of the computations contained in such schedules provided to it, and that it has no obligation to update its report because of events occurring, or date or information coming to its attention, subsequent to the date of its report. Legal Opinion The opinion of Rutan & Tucker LLP, Costa Mesa, California, Bond Counsel, approving the validity of the Bonds and stating that interest on the Series A Bonds is excluded from gross income for federal income tax purposes and interest on the Series A Bonds and the Series B Bonds is exempt from personal income taxes of the State of California under present State income tax laws, will be furnished to the purchaser at the time of delivery of the Bonds at the expense of the Agency. Compensation for Bond Counsel's services is entirely contingent upon the sale and delivery of the Bonds. A copy of the proposed forms of Bond Counsel's final approving opinions with respect to the Bonds is attached hereto as Appendix B. The legal opinion is only as to legality and is not intended to be nor is it to be interpreted or relied upon as a disclosure document or an express or implied recommendation as to the investment quality of the Bonds. In addition, certain legal matters will be passed on by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Disclosure Counsel. Tax Exemption In the opinion of Rutan & Tucker LLP, Costa Mesa, California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, interest on the Series A Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, interest on the Series A Bonds and the Series B Bonds is exempt from State of California personal income tax. Bond Counsel notes that, with respect to corporations, interest on the Bonds may be included as an adjustment in the calculation of alternative minimum taxable income which may affect the alternative minimum tax liability of such corporations. In addition, the amount by which a Series A Bondholder's original basis for determining loss on sale or exchange in the applicable Series A Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Series A Bond premium, which must be amortized under Section 171 of the Code; such amortizable Series A Bond premium reduces the 52 Series A Bondholder's basis in the applicable Series A Bond (and the amount of tax-exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Series A Bond premium may result in a Series A Bondholder realizing a taxable gain when a Series A Bond is sold by the holder for an amount equal to or less (under certain circumstances) than the original cost of the Series A Bond to the holder. Bond Counsel's opinion as to the exclusion from gross income for federal income tax purposes of interest on the Series A Bonds is based upon certain representations of fact and certifications made by the City, the Agency and others and is subject to the condition that the City and the Agency comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the delivery of the Series A Bonds to assure that interest on the Series A Bonds will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements might cause interest on the Series A Bonds to be included in gross income for federal income tax purposes retroactive to the date of delivery of the Series A Bonds. The Agency has covenanted to comply with all such requirements. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken) or events occurring after the date of delivery of the Series A Bonds may affect the tax status of the interest on the Series A Bonds. Bond Counsel's opinion may be affected by action taken (or not taken) or events occurring (or not occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person, whether any such actions taken or events are taken or do occur. Although Bond Counsel has rendered an opinion that interest on the Series A Bonds is excluded from gross income for income tax purposes provided that the Agency continues to comply with certain requirements of the Code, the ownership of and the accrual or receipt of interest with respect to the Series A Bonds may otherwise affect the tax liability of the recipient. Bond Counsel expresses no opinion regarding any such consequences. Accordingly, all potential purchasers should consult their tax advisors before purchasing any of the Bonds. Litigation There is no action, suit or proceeding known to the Agency to be pending and notice of which has been served upon and received by the Agency, or threatened, restraining or enjoining the execution or delivery of the Bonds or the Indentures or in any way contesting or affecting the validity of the foregoing or any proceedings of the Agency taken with respect to any of the foregoing. However, the lawsuits described below relate to issues that may affect the distribution of property tax revenues or other monies to the Agency under the Dissolution Act. Syncora Lawsuit — Challenge to Dissolution Act With respect to California successor agencies and the Dissolution Act in general, on August 1, 2012, Syncora Guarantee Inc. and Syncora Capital Assurance Inc. (collectively, "Syncora") filed a lawsuit against the State, the State Controller, the State Director of Finance, and the Auditor -Controller of Riverside County on his own behalf and as the representative of all other County Auditors in the State (Superior Court of the State of California, County of Sacramento, Case No. 34-2012-80001215) (the "Syncora Lawsuit"). Syncora are monoline financial guaranty insurers domiciled in the State of New York, and as such, provide credit enhancement on bonds issued by state and local governments and do not sell other kinds of insurance such as life, health, or property insurance. Syncora provided bond insurance and other related insurance policies for bonds issued by former California redevelopment agencies. The complaint alleges that the Dissolution Act, and specifically the "Redistribution Provisions" thereof (i.e., California Health and Safety Code Sections 34172(d), 34174, 34177(d), 34183(a)(4), and 53 34188) violate the "contract clauses" of the United States and California Constitutions (U.S. Const. art. 1, § 10, cl.1; Cal. Const. art. 1, § 9) because they unconstitutionally impair the contracts among the former redevelopment agencies, bondholders and Syncora. The complaint also alleges that the Redistribution Provisions violate the "Takings Clauses" of the United States and California Constitutions (U.S. Const. amend. V; Cal Const. art. 1 § 19) because they unconstitutionally take and appropriate bondholders' and Syncora's contractual right to critical security mechanisms without just compensation. Specifically, the complaint alleges that the security mechanism created by the irrevocable pledge of tax increment revenues to repay the redevelopment agency debts was a critical feature of the redevelopment bonds' marketability in at least three manners: (i) tax increment revenues which have been previously irrevocably pledged are now subject to restrictive terms such as periodic Recognized Obligation Payment Schedules, Oversight Board approval, and State Department of Finance approval, that unconstitutionally impair the contract providing for such pledge; (ii) excess tax increment revenues previously could be held by a redevelopment agency in reserve to protect against potential future shortfalls (in contrast to the provisions under the Dissolution Act that require the County Auditor -Controller to distribute surplus monies from the Redevelopment Property Tax Trust Fund amounts to taxing entities each six-month period); and (iii) the former Redevelopment Law and bond indentures or trust agreements governing redevelopment bonds typically included requirements and covenants for the redevelopment agency to use surplus tax increment revenues received in excess of amounts required for debt service on redevelopment activities, which were calculated under the Redevelopment Act to stimulate growth and general increases in assessed valuation, and therefore increase additional security for the bonds, and such covenants have been substantially and unconstitutionally impaired by the Dissolution Act, AB 1484, and in particular the Redistribution Provisions thereof. The Syncora Lawsuit has been brought as a petition for writ of mandate, complaint for declaratory relief, inverse condemnation, injunctive relief. The injunctive relief sought includes an injunction enjoining the respondents from implementing enforcing, and/or carrying out the Redistribution Provisions, ordering respondents to immediately return all money remitted by successor agencies to local taxing agencies pursuant to the Redistribution Provisions, and ordering respondents to hold all future tax increment revenues in the Redevelopment Property Tax Trust Fund, or a similar fund, for the exclusive benefit of, and distribution to, the bondholders, until such a time when the bondholders are completely repaid. The hearing on the writ of mandate occurred on May 3, 2013 before Judge Kenny in Sacramento. The Court issued its decision on May 29, 2013. The Court concluded that Syncora's impairment claim was premature. The Court also concluded that to extent that Syncora's takings claim was based on actual losses it was not necessarily premature and has directed the parties to meet and confer to develop a schedule for discovery and setting a date for trial. No trial date has been set for the causes of action of the complaint, and such trial date is not expected to be set until after the parties have met and developed a mutually agreeable schedule for proceeding to trial. If Syncora were to be successful in obtaining the injunctive relief or writ of mandate sought or if the court in the Syncora Lawsuit were to determine that the Dissolution Act or the Redistribution Provisions or other provisions thereof unconstitutionally impaired the contracts between the former redevelopment agencies and the holders of interests in bonds issued by such agencies, it is possible that the mechanisms currently provided for under the Dissolution Act to provide for distribution of Pledged Tax Revenues to the Agency for payment on the Bonds could be impeded and result in a delinquency or default in the timely payment of principal of, and interest on, the Bonds. As provided under the Dissolution Act, the Pledged Tax Revenues rely on subdivision (c) of Section 34172 of the Dissolution Act, as provided in paragraph (2) of subdivision (a) of Section 34183 of the Dissolution Act. However, as discussed above, the Indenture additionally provides that if, and to the extent, that the provisions of Section 34172 or paragraph (2) of subdivision (a) of Section 34183 are invalidated by a final judicial decision, then Pledged Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to Health & Safety Code Section 33670 or such other section as may be in effect at 54 the time providing for the allocation of tax increment revenues in accordance with Article XVI, Section 16 of the California Constitution. Further, Section 34177.5(e) of the Dissolution Act provides that notwithstanding any other law, an action to challenge the issuance of bonds (such as the Bonds), the incurrence of indebtedness, the amendment of an enforceable obligation, or the execution of a financing agreement authorized under Section 34177.5, must be brought within thirty (30) days after the date on which the oversight board approves the resolution of the successor agency approving the such financing. Such challenge period expired with respect to the Bonds and the Oversight Board Resolution on March 5, 2013. Finally, any action by a court to invalidate provisions of the Dissolution Act required for the timely payment of principal of, and interest on, the Bonds could be subject to the same issues regarding unconstitutional impairment of contracts and unconstitutional taking without just compensation as raised in the Syncora Lawsuit. Although the Agency cannot predict the outcome or end result of the Syncora Lawsuit on the Dissolution Act or any of the provisions thereof, the Agency believes that the aforementioned considerations would provide some protections against the adverse consequences upon the Agency and the availability of Pledged Tax Revenues for the payment of debt service on the Bonds. However, the Agency does not guarantee that the Syncora Lawsuit will not result in an outcome that may have a detrimental effect on the Agency's ability to timely pay debt service on the Bonds. City Lawsuit City of La Quinta, et al. v. Ana J. Matosantos, et al., Sacramento Superior Court Case No. 34- 2013-80001485. In this case, the City of La Quinta and the Successor Agency to the Dissolved Redevelopment Agency of the City of La Quinta have filed a petition for writ of mandate to compel the Department of Finance to reverse its position that approximately $41 million that the former Redevelopment Agency repaid to the City in February and March of 2011 for the then outstanding principal loaned, in accordance with redevelopment and other California law, by the City to the former Redevelopment Agency must be turned over the Riverside County Auditor -Controller for distribution to various taxing entities that had territorial boundaries within the former redevelopment project area. The repayment occurred prior to the adoption of ABx1 26. Legality for Investment in California The Redevelopment Law provides that obligations authorized and issued under the Redevelopment Law will be legal investments for all banks, trust companies and savings banks, insurance companies, and various other financial institutions, as well as for trust funds. The Bonds are also authorized security for public deposits under the Redevelopment Law. The Superintendent of Banks of the State of California has previously ruled that obligations of a redevelopment agency are eligible for savings bank investment in California. Ratings Standard & Poor's Ratings Group is expected to assign a rating of " " (stable outlook) to the Bonds with the understanding that upon delivery of the Bonds, a municipal bond insurance policy insuring the payment of principal of and interest on the Bonds when due will be issued by . See "BOND INSURANCE." In addition, Standard & Poor's has assigned its underlying municipal bond rating of "_" on the Bonds without giving effect to the above -described municipal bond insurance policy. These ratings reflect the view of Standard & Poor's as to the credit quality of the Bonds. The ratings reflect only the view of Standard & Poor's, and explanation of the significance of the ratings may be obtained from Standard & Poor's Ratings Group, 55 Water Street, New York, New York 10041 55 (212) 438-2124. There is no assurance that the ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by Standard & Poor's, if in the judgment of Standard & Poor's, circumstances so warrant. Any such downward revision or withdrawal of the ratings may have an adverse effect on the market price of the Bonds. Continuing Disclosure Pursuant to a Continuing Disclosure Agreement with Willdan Financial Services, as Dissemination Agent (the "Disclosure Agreement"), the Agency has agreed to provide, or cause to be provided, to the Municipal Securities Rulemaking Board ("MSRB") certain annual financial information and operating data, including its postaudit of the financial transactions and records of the Successor Agency for the applicable fiscal year pursuant to Section 34177(n) of the Dissolution Act and information of the type set forth in this Official Statement under the heading "PLEDGED TAX REVENUES Schedule of Historical Pledged Tax Revenues." In addition, the Agency has agreed to provide, or cause to be provided, to the MSRB in a timely manner, not in excess of ten business days after the occurrence of any such event, notice of the following "Listed Events": (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security; (7) modifications to rights of security holders, if material; (8) bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the securities, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the Obligated Person (as defined in Appendix D — "FORM OF CONTINUING DISCLOSURE AGREEMENT"); (13) the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) appointment of a successor or additional trustee or the change of name of a trustee, if material. These covenants have been made in order to assist the Underwriter in complying with SEC Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission. As previously described herein, the Prior Agency was statutorily dissolved on February 1, 2012, and the Agency commenced operations as of the same date. Therefore, the Prior Agency operated for only seven months in fiscal year ended June 30, 2012, and the Agency operated for the last five months of fiscal year ended June 30, 2012. Commencing with the Comprehensive Annual Financial Report (i.e., audited financial statements) of the City for the fiscal year ended June 30, 2012, the activities of the Agency will be reported as a fiduciary trust fund as part of the City's Comprehensive Annual Financial Report, which is in accordance with guidance issued by the State Department of Finance and available on its website as of February 4, 2013, interpreting Section 34177(n) of the California Health and Safety Code concerning certain successor agency postaudit obligations. The final seven months of activity of the Prior Agency prior to its February 1, 2012 dissolution was reported in the governmental funds of the City in the Comprehensive Annual Financial Report for the fiscal year ended June 30, 2012. Pursuant to the Dissolution Act, the housing assets, housing obligations, and housing activities of the Prior Agency have been transferred to the La Quinta Housing Authority after the dissolution date and 56 have been reported in a special fund in the Comprehensive Annual Financial Report for the fiscal year ended June 30, 2012. See Appendix E — "COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED JUNE 30, 2012 (EXCLUDING SUPPLEMENTARY INFORMATION)," and in particular Note 23 therein regarding "Successor Agency Trust for Assets of Former Redevelopment Agency." A complete copy of the City's Comprehensive Annual Financial Report for fiscal year ended June 30, 2012 can be obtained from the City's Finance Department. In accordance with accounting principles generally accepted in the United States of America which provide guidance for determining which governmental activities, organizations and functions should be included in the reporting entity, the Comprehensive Annual Financial Report presents information on the activities of the reporting entity, which includes the City (the primary government) and related but separate legal entities such as the La Quinta Financing Authority, the Prior Agency, the Agency, and the La Quinta Financing Authority. Such accounting presentation, however, does not change the separate legal status of the entities. With regard to the Agency in particular, as set forth in Section 34173(g) of the Dissolution Act, "A successor agency is a separate public entity from the public agency that provides for its governance and the two entities shall not merge." A failure by the Agency to comply with the provisions of the Disclosure Agreement is not an event of default under the Indenture (although the holders and beneficial owners of the Bonds do have remedies at law and in equity). However, a failure to comply with the provisions of the Disclosure Agreement must be reported in accordance with the SEC Rule 15c2-12(b)(5) and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds. Therefore, a failure by the Agency to comply with the provisions of the Disclosure Agreement may adversely affect the marketability of the Bonds on the secondary market. The Agency may amend the Disclosure Agreement, and waive any provision thereof, by written agreement of the parties, without the consent of the Owners, if all of the following conditions are satisfied: (1) such amendment is made in connection with a change in circumstances that arises from a change in legal (including regulatory) requirements, a change in law (including rules or regulations) or in interpretations thereof, or a change in the identity, nature or status of the Agency or the type of business conducted thereby; (2) the Disclosure Agreement as so amended would have complied with the requirements of Rule 15c2-12 as of the date of the Disclosure Agreement, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; (3) the Agency shall have delivered to the Dissemination Agent an opinion of nationally recognized bond counsel or counsel expert in federal securities laws, addressed to the Agency and the Dissemination Agent, to the same effect as set forth in clause (2) above; (4) the Agency shall have delivered to the Dissemination Agent an opinion of nationally recognized bond counsel or counsel expert in federal securities laws, addressed to the Agency, to the effect that the amendment does not materially impair the interests of the Owners; and (5) the Agency shall have delivered copies of such opinion and amendment to the MSRB. In addition, the Agency's obligations under the Disclosure Agreement shall terminate upon the defeasance or payment in full of all of the Bonds. The provisions of the Disclosure Agreement are intended to be for the benefit of the Owners and shall be enforceable by the Trustee on behalf of such Owners, provided that any enforcement action by any such person shall be limited to a right to obtain specific enforcement of the Agency's obligations under the Disclosure Agreement and any failure by the Agency to comply with the provisions thereof shall not be an event of default under the Indenture. See Appendix D "FORM OF CONTINUING DISCLOSURE AGREEMENT." 57 The State Department of Finance's website is not in any way incorporated into this Official Statement, and the Agency cannot take any responsibility for, nor make any representation whatsoever as to, the continued accuracy of the Internet address or the accuracy, completeness, or timeliness of information posted there. In addition, from time to time, the State Department of Finance changes its guidance without notice. Miscellaneous All of the preceding summaries of the Indentures, the Bond Law, the Dissolution Act, the Redevelopment Law, other applicable legislation, the Redevelopment Plans for the Project Areas, agreements and other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the Agency for further information in connection therewith. This Official Statement does not constitute a contract with the purchasers of the Bonds. Any statements made in this Official Statement involving matters of opinion or estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The execution and delivery of this Official Statement by its Executive Director has been duly authorized by the Agency. SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY Executive Director W. APPENDIX A DEFINITIONS The following are definitions of certain terms contained in the Indentures and used in this Official Statement. A-1 APPENDIX B FORM OF BOND COUNSEL OPINIONS Upon issuance of the Bonds, Rutan & Tucker LLP, Bond Counsel, proposes to render its final approving opinion in substantially the following form: APPENDIX C BOOK -ENTRY ONLY SYSTEM The information in this Appendix C concerning The Depository Trust Company ("DTC'), New York, New York, and DTC's book -entry system has been obtained from DTC and the Agency takes no responsibility for the completeness or accuracy thereof. The Agency cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current `Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the C-1 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book -entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Agency as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, premium (if any), and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Agency or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, or the Agency, subject to any statutory or regulatory requirements as may be in effect from time to time. Principal, premium (if any), and interest payments with respect to the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Agency or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Agency or the Trustee. Under such circumstances, in the event that a C-2 successor depository is not obtained, certificates representing the Bonds are required to be printed and delivered. The Agency may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, representing the Bonds will be printed and delivered to DTC in accordance with the provisions of the Indenture. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the Agency believes to be reliable, but the Agency takes no responsibility for the accuracy thereof. C-3 APPENDIX D FORM OF CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the "Disclosure Agreement"), dated as of [Closing Date], 2013, is executed and delivered by the Successor Agency to the La Quinta Redevelopment Agency (the "Successor Agency") and Willdan Financial Services as dissemination agent (the "Dissemination Agent"), in connection with the issuance of the Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, $99,050,000, 2013 Series A and $23,100,000, 2013 Taxable Series B (the "Bonds"). The Bonds are being issued pursuant to provisions of an Indenture of Trust, dated as of October 1, 2013 (the "Indenture") and a First Supplemental Indenture of Trust, dated as of October 1, 2013 (the "First Supplemental Indenture") and together (the "Indentures") both, by and between the Successor Agency and U.S. Bank National Association, as trustee (the "Trustee"). The Successor Agency and the Dissemination Agent covenant and agree as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Successor Agency and the Dissemination Agent for the benefit of the Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Indentures, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report or any addendum thereto provided by the Successor Agency pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Disclosure Representative" shall mean the City Manager of the City or his or her designee, or such other officer or employee as the City shall designate in writing to the Trustee and Dissemination Agent from time to time. "Dissemination Agent" shall mean Willdan Financial Services, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Successor Agency and which has filed with the Trustee a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board established pursuant to Section 1513(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Marketplace Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org. D-4 "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. "SEC" shall mean the United States Securities and Exchange Commission. "State" shall mean the State of California. SECTION 3. Provision of Annual Reports. (a) The Successor Agency shall, or shall cause the Dissemination Agent to, not later than March 31 of each year, commencing March 31, 2014, provide to the MSRB and the Participating Underwriter an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement. (b) Not later than fifteen days prior to the date specified in subsection (a) for providing the Annual Report to the MSRB, the Successor Agency shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall notify the Successor Agency of such failure to receive the Annual Report. The Successor Agency shall provide a written certification with each Annual Report famished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent may conclusively rely upon such certification of the Successor Agency and shall have no duty or obligation to review such Annual Report. (c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the MSRB by the date required in subsection (a), the Dissemination Agent shall send a notice to the MSRB in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall, to the extent information is known to it, file a report with the Successor Agency and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided. SECTION 4. Content of Annual Reports. The Successor Agency's Annual Report shall contain or include by reference the following (unless otherwise stated, such information shall be as of the end of the most recent Fiscal Year and shall be with respect to the Successor Agency): (i) A postaudit of the financial transactions and records of the Successor Agency for the Fiscal Year to be made by an Independent Certified Public Accountant appointed by the Successor Agency prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Successor Agency's postaudit is not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain an unaudited statement of financial transactions and records of the Successor Agency in a format required by Section 34177(n) of the Dissolution Act, and the postaudit shall be filed in the same manner as the Annual Report when they become available. D-5 (ii) Financial information and operating data relating to the Project Areas contained in the Official Statement for the Bonds under the headings "THE PROJECT AREAS — Largest Local Secured Taxpayers," and "PLEDGED TAX REVENUES — Schedule of Historical Pledged Tax Revenues." (iii) An update of the debt service coverage table shown on page [511 of the Official Statement using the most recent Fiscal Year Pledged Tax Revenues. (iv) A listing of the amount of each distribution from the Riverside County Auditor -Controller of property tax revenues from the Redevelopment Property Tax Trust Fund received by the Successor Agency for its enforceable obligations for the most recent Fiscal Year, as reasonably available 15 days prior to the due date of each Annual Report. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Successor Agency or related public entities, which are available to the public on the MSRB's EMMA Website or filed with the SEC. SECTION 5. Reporting of Listed Events. (a) Pursuant to the provisions of this section, upon the occurrence of any of the following events (in each case to the extent applicable) with respect to the Bonds, the Successor Agency shall give, or cause to be given by so notifying the Dissemination Agent in writing and instructing the Dissemination Agent to give, notice of the occurrence of such event, in each case, pursuant to Section 5(c) hereof: 1. principal or interest payment delinquencies; 2. non-payment related defaults, if material; 3. modifications to the rights of the Bondholders, if material; 4. optional, contingent or unscheduled calls, if material, and tender offers; defeasances; rating changes; adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds; unscheduled draws on the debt service reserves reflecting financial difficulties; 9. unscheduled draws on the credit enhancements reflecting financial difficulties; 10. substitution of the credit or liquidity providers or their failure to perform; it. release, substitution or sale of property securing repayment of the Bonds, if material; 12. bankruptcy, insolvency, receivership or similar proceedings of the Successor Agency, which shall occur as described below; D-6 13. appointment of a successor or additional trustee or the change of name of a trustee, if material, or; 14. the consummation of a merger, consolidation, or acquisition involving the Successor Agency or the sale of all or substantially all of the assets of the Successor Agency other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. For these purposes, any event described in item 12 of this Section 5(a) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Successor Agency in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Agency, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Successor Agency. (b) Upon receipt of notice from the Successor Agency and instruction by the Successor Agency to report the occurrence of any Listed Event, the Dissemination Agent shall provide notice thereof to the MSRB in accordance with Section 5(c) hereof. In the event the Dissemination Agent shall obtain actual knowledge of the occurrence of any of the Listed Events, the Dissemination Agent shall, immediately after obtaining such knowledge, contact the Disclosure Representative, inform such person of the event, and request that the Successor Agency promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to Section 5(c). For purposes of this Disclosure Agreement, "actual knowledge" of the occurrence of such Listed Event shall mean actual knowledge by the Dissemination Agent, if other than the Trustee, and if the Dissemination Agent is the Trustee, then by the officer at the corporate trust office of the Trustee with regular responsibility for the administration of matters related to the Indentures. The Dissemination Agent shall have no responsibility to determine the materiality, if applicable, of any of the Listed Events. (c) The Successor Agency, or the Dissemination Agent, if the Dissemination Agent has been instructed by the Successor Agency to report the occurrence of a Listed Event, shall file a notice of such occurrence with the MSRB in a timely manner not more than ten business days after the occurrence of the event. SECTION 6. Termination of Reporting Obli ag tion. The Successor Agency's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Successor Agency shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 7. Dissemination Agent. The Successor Agency may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Successor Agency pursuant to this Disclosure Agreement. The initial Dissemination Agent shall be Willdan Financial Services. The Dissemination Agent may resign by providing thirty days' written notice to the Successor Agency and the Trustee. The Dissemination Agent shall not be responsible for the content of any report or notice prepared by the Successor Agency. The D-7 Dissemination Agent shall have no duty to prepare any information report nor shall the Dissemination Agent be responsible for filing any report not provided to it by the Successor Agency in a timely manner and in a form suitable for filing. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Successor Agency and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall agree to any amendment so requested by the Successor Agency) provided, the Dissemination Agent shall not be obligated to enter into any such amendment that modifies or increases its duties or obligations hereunder, and any provision of this Disclosure Agreement may be waived, provided that in the opinion of nationally recognized bond counsel, such amendment or waiver is permitted by the Rule. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Successor Agency shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Successor Agency. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Successor Agency from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Successor Agency chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Successor Agency shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Filings with the MSRB. All financial information, operating data, financial statements, notices, and other documents provided to the MSRB in accordance with this Disclosure Agreement shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. SECTION 11. Default. In the event of a failure of the Successor Agency to comply with any provision of this Disclosure Agreement, the Trustee (at the written request of any Participating Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Bonds, shall, but only to the extent funds in an amount satisfactory to the Trustee have been provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges and fees of the Trustee whatsoever, including, without limitation, fees and expenses of its attorneys), or any holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Successor Agency or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indentures, and the sole remedy under this Disclosure Agreement in the event of any failure of the Successor Agency or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. SECTION 12. Duties, Immunities and Liabilities of Trustee and Dissemination Agent. Article VIII of the Indenture pertaining to the Trustee is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Indenture and the Trustee and Dissemination Agent shall be entitled to the protections, limitations from liability and indemnities afforded the Trustee thereunder. The Dissemination Agent and the Trustee shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Successor Agency agrees to indemnify and D-8 save the Dissemination Agent and Trustee, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's or Trustee's respective negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the Successor Agency for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent and the Trustee shall have no duty or obligation to review any information provided to them hereunder and shall not be deemed to be acting in any fiduciary capacity for the Successor Agency, the Bondholders, or any other party. Neither the Trustee nor the Dissemination Agent shall have any liability to the Bondholders or any other party for any monetary damages or financial liability of any kind whatsoever related to or arising from this Disclosure Agreement. The obligations of the Successor Agency under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 13. Notices. Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows: To the Successor Agency: Successor Agency to the La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253 Attn: Executive Director Phone: (760) 777-7030 To the Dissemination Agent: Willdan Financial Services 27368 Via Industria, Suite 110 Temecula, California 92590 Attn: Disclosure Group Phone: (951) 587-3500 To the Trustee: U.S. Bank, National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Corporate Trust Services Phone: (213) 615-6047 Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. SECTION 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Successor Agency, the Trustee, the Dissemination Agent, the Participating Underwriter and holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. D-9 SECTION 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY By Executive Director WILLDAN FINANCIAL SERVICES, as Dissemination Agent By Authorized Representative D-10 1 *14111 lilll NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Name of Obligated Party: Successor Agency to La Quinta Redevelopment Agency Name of Bond Issue: Successor Agency to La Quinta Redevelopment Agency, Redevelopment Project Areas No. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Series A and 2013 Taxable Series B Date of Issuance: [Closing Date], 2013 NOTICE IS HEREBY GIVEN that the Successor Agency has not provided an Annual Report with respect to the above -named Bonds as required by the Continuing Disclosure Agreement, dated as of [Closing Date], 2013, with respect to the Bonds. [The Successor Agency anticipates that the Annual Report will be filed by .] Dated: cc: Successor Agency WILLDAN FINANCIAL SERVICES., on behalf of the Successor Agency D-11 F\' 9 04017 ► e �1 COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED JUNE 30, 2012 (EXCLUDING SUPPLEMENTARY INFORMATION) E-1 I:_' '► 1 M. FINANCIAL ADVISOR'S REPORT SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY OF THE CITY OF LA QUINTA REDEVELOPMENT PROJECT AREA NO. 1 AND LA QUINTA REDEVELOPMENT PROJECT AREA NO.2 PROJECTED TAX REVENUES Dissolution Act On June 29, 2011, Assembly Bill No. 26 ("AB X1 26") was enacted as Chapter 5, Statutes of 2011, together with a companion bill, Assembly Bill No. 27 ("AB X1 27"). A lawsuit was brought in the California Supreme Court, California Redevelopment Association, et al. v. Matosantos, et al., 53 Cal. 4th 231 (Cal. Dec. 29, 2011), challenging the constitutionality of AB X1 26 and AB X1 27. The California Supreme Court largely upheld AB X1 26, invalidated AB X1 27, and held that AB X1 26 may be severed from AB X1 27 and enforced independently. As a result of AB X1 26 and the decision of the California Supreme Court in the California Redevelopment Association case, as of February 1, 2012, all redevelopment agencies in the State were dissolved, including the Prior Agency, and successor agencies were designated as successor entities to the former redevelopment agencies to expeditiously wind down the affairs of the former redevelopment agencies. The AB X1 26 was amended on June 27, 2012 by Assembly Bill No. 1484 ("AB 1484"), enacted as Chapter 26, Statutes of 2012 (as amended from time to time, the "Dissolution Act"). In accordance with the Dissolution Act, as of February 1, 2012, the La Quinta Redevelopment Agency (the "Prior Agency") was dissolved and the City Council of the City serves as Successor Agency to the La Quinta Redevelopment Agency (the "Agency") pursuant Section 34173 of the Dissolution Act. Tax Allocation Financing Prior to the enactment of AB X1 26, the Redevelopment Law authorized the financing of redevelopment projects through the use of tax increment revenues. First, the assessed valuation of the taxable property in a project area, as last equalized prior to adoption of the redevelopment plan, was established and became the base roll. Thereafter, except for any period during which the assessed valuation drops below the base year level, the taxing agencies, on behalf of which taxes are levied on property within the project area, receive the taxes produced by the levy of the then current tax rate upon the base roll. Taxes collected upon any increase in the assessed valuation of the taxable property in a project area over the levy upon the base roll could be pledged by a redevelopment agency to the repayment of any indebtedness incurred in financing the redevelopment project. Redevelopment agencies themselves have no authority to levy taxes on property. F-1 The Dissolution Act now requires the County Auditor -Controller to determine the amount of property taxes that would have been allocated to the Prior Agency had the Prior Agency not been dissolved pursuant to the operation of AB X1 26, using current assessed values on the last equalized roll on August 20, and to deposit that amount in the Redevelopment Property Tax Trust Fund for the Agency established and held by the County Auditor -Controller (the "Redevelopment Property Tax Trust Fund") pursuant to the Dissolution Act. The Dissolution Act provides that any bonds authorized thereunder to be issued by the Agency will be considered indebtedness incurred by the dissolved Prior Agency, with the same legal effect as if the bonds had been issued prior to effective date of AB X1 26, in full conformity with the applicable provision of the Redevelopment Law that existed prior to that date, and will be included in the Agency's Recognized Obligation Payment Schedule Tax Increment Revenues As provided in each of the Redevelopment Plans for the La Quinta Redevelopment Project Area No. 1 ("Project Area No. 1") and the La Quinta Redevelopment Project Area No. 2 ("Project Area No. 2"), and pursuant to Article 6 of Chapter 6 of the Redevelopment Law, and Section 16 of Article XVI of the Constitution of the State, taxes levied upon taxable property in the respective Project Area each year by or for the benefit of the State, for cities, counties, districts or other public corporations (collectively, the "Taxing Agencies") for fiscal years beginning after the effective date of the respective Redevelopment Plan, will be divided as follows: To Taxing A eg ncies: That portion of the taxes which would be produced by the rate upon which the tax is levied each year by or for each of the taxing agencies upon the total sum of the assessed value of the taxable property in the Project Areas as shown upon the assessment roll used in connection with the taxation of such property by such taxing agency last equalized prior to the effective date of the ordinance adopting the Redevelopment Plans, or the respective effective dates of ordinances approving amendments to the Redevelopment Plans that added territory to the Project Areas, as applicable (each, a "base year valuation"), will be allocated to, and when collected will be paid into, the funds of the respective taxing agencies as taxes by or for the taxing agencies on all other property are paid; and 2. To the Prior Agency/Agency: Except for that portion of the taxes in excess of the amount identified in (a) above which are attributable to a tax rate levied by a taxing agency for the purpose of producing revenues in an amount sufficient to make annual repayments of the principal of, and the interest on, any bonded indebtedness approved by the voters of the taxing agency on or after January 1, 1989 for the acquisition or improvement of real property, which portion shall be allocated to, and when collected shall be paid into, the fund of that taxing agency, that portion of the levied taxes each year in excess of such amount, annually allocated within the Plan Limit, when collected will be paid into a special fund of the Prior Agency. Section 34172 of the Dissolution Act provides that, for purposes of Section 16 of Article XVI of the State Constitution, the Redevelopment Property Tax Trust Fund shall be deemed to be a special fund of the Agency to pay the debt service on indebtedness incurred by the Prior Agency or the Agency to finance or refinance the redevelopment projects of the Prior Agency. That portion of the levied taxes described in paragraph (b) above, less amounts deducted pursuant to Section 34183(a) of the Dissolution Act for permitted administrative costs of the County Auditor - Controller, constitute the amounts required under the Dissolution Act to be deposited by the County Auditor -Controller into the Redevelopment Property Tax Trust Fund. In addition, Section 34183 of the Dissolution Act effectively eliminates the January 1, 1989 date from paragraph (b) above. F-2 The amounts calculated in accordance with the provisions described above are referred to herein as "Tax Increment Revenues." Redevelopment Plans The City Council approved and adopted the Redevelopment Plan for Project Area No. 1 on November 29, 1983, pursuant to Ordinance No. 43. It was subsequently amended on December 20, 1994 pursuant to Ordinance No. 258 to add limitations prescribed by AB 1290, again on March 21, 1995 pursuant to Ordinance No. 264 to amend financial limits and time to initiate eminent domain actions, on August 19, 2003 pursuant to Ordinance No. 388 to eliminate the time limit to incur debt as authorized by SB 211 and again on March 16, 2004 pursuant to Ordinance No. 402 to extend the Redevelopment Plan duration by one year as authorized by SB 1045. The City Council approved and adopted the Redevelopment Plan for Project Area No. 2 on May 16, 1989, pursuant to Ordinance No. 139. It was subsequently amended on December 20, 1994 pursuant to Ordinance No. 259 to add limitations prescribed by AB 1290, again on February 3, 2004 pursuant to Ordinance No. 399 to amend financial limits, on March 16, 2004 pursuant to Ordinance Nos. 403 and 404 to eliminate the time limit to incur debt as authorized by SB 211 and to extend the Redevelopment Plan duration by one year as authorized by SB 1045, and again on February 1, 2011 pursuant to Ordinance No. 485 to add territory for purposes of affordable housing. Plan Limitations The Redevelopment Plans for the Project Areas impose certain limitations on the amount of Tax Increment Revenues that the Agency may be allocated from the Project Areas, the amount of bonded indebtedness that may be incurred by the Project Areas and the time limit for receiving Tax Increment Revenues. The limitations imposed by the respective Redevelopment Plans are as follows: Maximum Last Date to Maximum Plan Tax Increment Collect Tax Bonded Last Date to Project Area Expiration Date Revenues Increment Indebtedness Incur Debt Project Area No. 1 Nov. 29, 2024 $2 billion Nov. 29, 2034 $200 million None Project Area No. 2 May 16, 2030 $1.5 billion May 16, 2040 $187.86 million(') None (1) As of May 2013; the limitation is $100,000,000 adjusted annually for CPI, to a maximum of $200,000,000. As of June 30, 2013, the Agency had received Tax Increment Revenues of $643,768,448 with respect to the Project No. Area 1 and $298,352,329 with respect to Project Area No. 2. Since the Dissolution Act, the County has distributed $9,427,835 in residual Tax Increment Revenues to the Taxing Agencies, and not to the Agency. While this suggests that such residual distribution should not be included in the cumulative tax increment totals, the Agency has no method of allocating this residual between the Project Areas. Low and Moderate Income Housing Pledge with Respect to 2011 Loan Prior to the Dissolution Act, not less than 20% of Tax Increment Revenues was required to be set aside annually for the purpose of increasing and improving the community's supply of low and moderate income housing available at affordable housing costs to persons and families of very low, low or F-3 moderate income households. Under the Redevelopment Law, the portion of Tax Increment Revenues which were required to be deposited in the Prior Agency's Low and Moderate Income Housing Fund could be pledged to pay the portion of debt service on any obligations to the extent the proceeds thereof were expended for qualifying low- and moderate -income housing projects. A portion of the proceeds from 2011 Loan entered into by the Prior Agency were set aside in the Prior Agency's Low and Moderate Income Housing Fund. The annual loan payments on the 2011 Loan continue to be paid from these amounts pledged prior to the Dissolution Act. Historical Assessed Value and Tax Increment Revenues Historical assessed value and gross Tax Increment Revenues for Project Area No. 1 based on the equalized tax rolls and actual Tax Increment Revenues paid to the Prior Agency, or Available to the Agency are shown below. TABLE NO. 1 PROJECT AREA NO. 1 HISTORICAL ASSESSED VALUATIONS AND GROSS TAX INCREMENT REVENUES 2008-09 2009-10 2010-11 2011-12 2012-13 Secured Assessed Value $ 5,245,952,426 $ 4,913,325,225 $ 4,517,918,665 $ 4,248,567,040 $4,220,927,365 Unsecured Assessed Value 35,019,471 36,007,022 35,791,524 31,665,376 33,872,601 Total Assessed Valuation �'� 5,280,971,897 4,949,332,247 4,553,710,189 4,280,232,416 4,254,799,966 Base Year Valuation (199,398,233) (199,398,233) (199,398,233) (199,398,233) (199,398,233) Incremental Valuation $ 5,081,573,664 $ 4,749,934,014 $ 4,354,311,956 $ 4,080,834,183 $4,055,401,733 1% Tax Rate 1.000% 1.000% 1.000% 1.000% 1.000% Tax Increment Revenues 50,815,737 47,499,340 43,543,120 40,808,342 40,554,017 Unitary Revenue 374,356 344,906 364,775 496,731 468,931 Gross Tax Revenues $ 51,190,093 $ 47,844,246 $ 43,907,895 $ 41,305,073 $41,022,948 Actual Tax Revenues $ 50,649,225 $ 48,147,236 $ 43,990,589 $ 41,157,343 $41,220,251 (1) Taxable Valuation as of August 20 equalized roll Source: Riverside County Auditor -Controller Actual Tax Increment Collections and deductions from Tax Increment Revenues for Project Area No. 1 are shown below: Actual Tax Revenues Housing Set -Aside Housing Obligations (1) Senior Tax Sharing Available for Debt Service Subordinate Tax Sharing Net Available TABLE NO.2 PROJECT AREA NO. 1 HISTORICAL TAX REVENUES 2008-09 2009-10 2010-11 $ 50,649,225 $ 48,147,236 $ 43,990,589 (10,129,845) (9,629,447) (8,798,118) (1,956,012) (1,913,631) (1,833,512) $ 38,563,368 $ 36,604,158 $ 33,358,959 (20,597,6971 (19,699,214) (17,915,090) $ 17,965,671 $ 16,904,944 $ 15,443,869 2011-12 2012-13 $ 41,157,343 $ 41,220,251 (5,480,234) (5,555,434) (1,661,527) (1,382,643) $ 34,015,582 $ 34,282,174 (16,702,0231 (16,671,443) $ 17,313,559 $ 17,610,731 Prorata share of 2011 Loan based on amounts from each Project Area that would have been required to beset aside for Low and Moderate Income Housing. Source: Prior Agency audited financial statements and Riverside County Auditor -Controller. F-4 Historical assessed value and gross Tax Increment Revenues for Project Area No. 2 based on the equalized tax rolls and actual Tax Increment Revenues paid to the Prior Agency, or Available to the Agency are shown below. TABLE NO.3 PROJECT AREA NO.2 HISTORICAL ASSESSED VALUATIONS AND GROSS TAX INCREMENT REVENUES 2008-09 2009-10 2010-11 2011-12 2012-13 Secured Assessed Value $ 2,804,622,207 $ 2,599,130,531 $ 2,424,915,500 $ 2,360,463,457 $ 2,318,312,944 Unsecured Assessed Value 62,385,290 65,575,780 60,334,289 57,899,939 62,055,089 Total Assessed Valuation 2,867,007,497 2,664,706,311 2,485,249,789 2,418,363,396 2,380,368,033 Base Year Valuation (95,182,755) (95,182,755) (95,182,755) (95,182,755) (95,182,755) Incremental Valuation $ 2,771,824,742 $ 2,569,523,556 $ 2,390,067,034 $ 2,323,180,641 $ 2,285,185,278 Basic Tax Rate/$100 1.000% 1.000% 1.000% 1.000% 1.000% Tax Increment Revenues 27,718,247 25,695,236 23,900,670 23,231,806 22,851,853 Unitary Revenues 114,911 106,080 115,199 181,183 174,162 Gross Tax Revenues $ 27,833,158 $ 25,801,316 $ 24,015,869 $ 23,412,989 $ 23,026,015 Actual Tax Revenues $ 28,479,642 $ 25,953,975 $ 24,186,295 $ 23,513,859 $ 22,893,004 (1) Taxable Valuation as of August 20 equalized roll Source: Riverside County Auditor -Controller Actual Tax Increment Collections and deductions from Tax Increment Revenues for Project Area No. 2 are shown below: TABLE NO.4 PROJECT AREA NO. 2 HISTORICAL TAX REVENUES 2008-09 2009-10 2010-11 2011-12 2012-13 Actual Tax Revenues $ 28,479,642 $ 25,953,975 $ 24,186,295 $ 23,513,859 $ 22,893,004 Housing Set -Aside (5,695,928) (5,190,795) (4,837,259) - - Housing Obligations ' (3,130,947) (3,055,747) Senior Tax Sharing (17,934,244) (16,376,233) (16,297,224) (15,854,843) (15,684,399) Available for Debt Service $ 4,849,470 $ 4,386,947 $ 3,051,812 $ 4,528,069 $ 4,152,858 Prorata share of 2011 Loan based on amounts from each Project Area that would have been required to be set aside for Low and Moderate Income Housing. Source: Prior Agency audited financial statements and Riverside County Auditor -Controller. F-5 Major Taxpayers The ten largest secured property taxpayers represent 9.4% of the 2012-13 secured assessed value of the Project Area No. 1. TABLE NO.5 PROJECT AREA NO. 1 TEN LARGEST TAXPAYERS AS A PERCENT OF 2012-13 ASSESSED VALUE Property Owner Land Use Secured Value % of Total KSL Desert Resort, et al. Hotel/Golf Course/Vacant Land $151,797,451 3.6% Sunrise Desert Partners Condominiums/Vacant Land 70,490,223 1.7 MSR Resort Golf Course Golf Course 49,009,939 1.2 Village Resort Hotel/Golf Course/Vacant Land 24,486,681 0.6 Lands LP Apartments 20,553,610 0.5 Nadador LLC Timeshare Property 18,584,114 0.4 CNL Desert Resort LP Hotel 18,234,484 0.4 Quarry at La Quinta, et al. Golf Course 15,240,254 0.4 LQ Investment Commercial 13,776,608 0.3 Old Town La Quinta LLC Commercial 12,607,588 0.3 Total $394,780,952 9.4% The ten largest secured property taxpayers represent 10.4% of the 2012-13 secured assessed value of the Project Area No. 2. TABLE NO. 6 PROJECT AREA NO.2 TEN LARGEST TAXPAYERS AS A PERCENT OF 2012-13 ASSESSED VALUE Property Owner Land Use Secured Value % of Total Inland America La Quinta Pavillion Commercial $ 43,399,514 1.9% Wal Mart Real Estate Business Trust Commercial 26,668,169 1.2 TD Desert Dev LP Commercial 25,120,550 1.1 Aventine Development Commercial 23,840,59 1.0 Washington 111 Ltd Apartments 22,872,277 1.0 Costco Wholesale Corp. Commercial 22,650,603 1.0 One Eleven La Quinta Commercial 20,987,206 0.9 Komar Desert Properties Commercial 20,737,366 0.9 Target Corp. Commercial 16,555,317 0.7 Eagle Hardware & Garden Inc. Commercial 15,387,518 0.7 Total $240,218,579 10.4% Assessment Appeals Proiect Area No. 1 As of April 2013 there are appeals pending on 276 separate parcels within the Project Area No. 1, of which 122 relate to property values assessed on the 2012-13 tax roll and 137 relate to the 2011-12 tax roll. The remaining 17 pending appeals relate to prior years' tax rolls. The 2012-13 tax roll value under appeal is $253,486,114 (6.0% of assessed value). This includes an appeal by KSL Desert Resort of the $112,800,000 value of its hotel. The owner is requesting a F-6 reduction in value of this parcel to $38,500,000, a 65% reduction. The average value reduction requested for the other appeals filed in 2012-13 is 37%. The 2011-12 tax roll value under appeal is $248,096,806 (5.8% of assessed value). This also includes an appeal by KSL Desert Resort of the $99,000,000 value of its hotel. The owner is requesting a reduction in value of this parcel to $49,000,000, a 50% reduction. The average value reduction requested for the other appeals filed in 2011-12 is 41%. The value of parcels under appeal for prior years is $18,523,480. Historically, the average value reduction when an appeal has been granted is 15.8%, and of those appeals that have been resolved, the average percentage of appeals that are successful is 31%. If all pending appeals are granted at historical averages, and assuming the hotel owned by KSL is granted a 15.8% reduction, the estimated loss in annual Tax Increment Revenues is not estimated to be more than $350,000 in future years. However, if any of these appeals are granted in the future, it will result in a refund to the taxpayer and such refunds will be deducted from Tax Increment Revenues in the year that the refund is paid. Proiect Area No. 2 As of April 2013 there are appeals pending on 186 separate parcels within the Project Area No. 2, of which 74 relate to property values assessed on the 2012-13 tax roll and 85 relate to the 2011-12 tax roll. The remaining 27 pending appeals relate to prior years' tax rolls. The 2012-13 tax roll value under appeal is $237,710,754 (10.0% of assessed value). This includes an appeal by Inland American La Quinta Pavilion of the $43,399,514 value of its properties. The owner is requesting a reduction in value of this parcel to $21,550,000, a 50% reduction. The average value reduction requested for the other appeals filed in 2012-13 is 48%. The 2011-12 tax roll value under appeal is $227,032,463 (9.4% of assessed value). This also includes an appeal by Inland American La Quinta Pavilion of the $42,548,545 value of its properties. The owner is requesting a reduction in value of this parcel to $18,950,000, a 55% reduction. The average value reduction requested for the other appeals filed in 2011-12 is also 48%. The value of parcels under appeal for prior years is $151,733,817, and includes an additional appeal by Inland American La Quinta Pavilion of the $42,230,554 2010-11 value of its properties. Historically, the average value reduction when an appeal has been granted is 23.1 %, and of those appeals that have been resolved, the average percentage of appeals that are successful is 20%. If all pending appeals are granted at historical averages, the estimated loss in annual Tax Increment Revenues is not estimated to be more than $200,000 in future years. However, if any of these appeals are granted in the future, it will result in a refund to the taxpayer and such refunds will be deducted from Tax Increment Revenues in the year that the refund is paid. Tax Sharing Agreements Pursuant to prior Section 33401(b) of the Redevelopment Law, a redevelopment agency could enter into an agreement to pay tax increment revenues to any taxing agency that has territory located within a redevelopment project to alleviate any financial burden or detriment caused by the redevelopment project. These agreements are commonly referred to as "tax sharing agreements" or "pass F-7 through agreements." The following describes the agreements entered into with respect to Project Area No. 1 and Project Area No. 2. Project Area No. 1 County General Fund, Library, and Fire Districts Pursuant to the "Replacement Cooperation Agreement Between the County of Riverside and the City of La Quinta and the La Quinta Redevelopment Agency" executed on December 21, 1993, the County General Fund, Library District, and Fire District are to receive their full 100 percent share of the gross (before housing fund deposits) tax increment. The County General Fund tax levy within the Project Area is 24.62 percent, while the Library and Fire District tax levies are 2.76 percent and 5.94 percent, respectively. The Replacement Cooperation Agreement provides that the payment of County tax increment revenue is subordinate to debt service for existing Project bond debt, and any future bonds issued in connection with La Quinta Project No. 1. However, the Agreement required the Prior Agency to size new bond issuances in such a way that sufficient funds are projected to be available to satisfy its obligations to the County pursuant to the Agreement without subordination. Coachella Valley Unified School District The Prior Agency's agreement with the Coachella Valley Unified School District provided for a fixed series of payments to be made by the Prior Agency to the Coachella Valley Unified School District, with the final payment due July 1, 2012. Their obligations under this agreement have been paid in full. Desert Sands Unified School District The Prior Agency's agreement with the Desert Sands Unified School District ("DSUSD") requires that the Agency deposit a portion of the DSUSD's revenues into a capital fund to be used for the purpose of financing various capital projects that benefit both DSUSD and the Project Area. The payments were contingent upon the Prior Agency reaching a $300 million tax increment threshold, which occurred in 2004-05. Annually, during the first ten years following the year in which the Prior Agency's cumulative tax increment exceeded $300 million, the Agency must deposit an amount equal to 20 percent of the DSUSD's 27.91 percent share. Beginning in the eleventh year (2015-16) and continuing for the Redevelopment Plan's duration, the Agency will deposit 25 percent of the DSUSD's share of tax increment. The Agreement provides that payments to the DSUSD do not constitute an "express pledge" within the meaning of Redevelopment Law Section 33671.5, and therefore, payments to the District are subordinate to all bond debt service. Desert Community College The Prior Agency's agreement with Desert Community College District requires the Agency to pay 20 percent of the Desert Community College District's share to the District The payments were contingent upon the Prior Agency reaching a $300 million tax increment threshold. Beginning in the eleventh year following the $300 million threshold event (2015-16) and continuing thereafter, the Agency is required pay 25 percent of the Desert Community College District's share. The Agreement provides that payments to the District do not constitute an "express pledge" within the meaning of Redevelopment Law Section 33671.5, and therefore, payments to the District are subordinate to all bond debt service. F-8 Coachella Valley Mosquito and Vector Control The Prior Agency's agreement with the Coachella Valley Mosquito and Vector Control District, requires the Agency to pay the District its full 100 percent share of the gross tax increment net of the 20 percent contribution to the Housing Fund, of the District's 1.39 percent levy of the net tax increment (net of housing fund deposits). The levy shall not exceed 1.43 percent and it is currently 1.39 percent. This pass -through obligation is senior to all bond debt service payments and is excluded from the pledge of nonhousing revenues for the bond financing. The Dissolution Act specifically allows the payments under tax sharing agreements that were calculated "net of housing fund deposits" to continue to be calculated as if the housing fund deposits continued to be made. Coachella Valley Water District The Prior Agency's agreement with the Coachella Valley Water District requires that the Agency pay to the Coachella Valley Water District ("CVWD") a portion of the CVWD share of the gross tax increment, equal to 1.2 percent. The Agreement includes those payments to CVWD, CVWD Improvement District, and CVWD Storm Water Unit, and provides that such payments shall not be subordinate to all debt service other than that previously issued to finance flood control improvements. Therefore, these payments are not subordinate to existing and new bond debt service payments. Project Area No. 2 Desert Community College District (Formerly the Coachella Valley Community College District) The Prior Agency's agreement with the Desert Community College District provides that the College District will receive 50 percent of the tax increment revenue generated by the College District's 7.73 percent property tax levy. Coachella Valley Mosquito and Vector Control District The Prior Agency's agreement with the Coachella Valley Mosquito and Vector Control District provides for payment to the District of 100 percent of the tax increment revenue generated by the District's 1.41 percent share of property tax levy. Desert Recreation District The Prior Agency's agreement with the Desert Recreation District provides for payment to the District of 25 percent of the tax increment revenue generated by the District's 2.13 percent property tax levy. Coachella Valley Water District The Prior Agency's agreement with the Water District provides for payment to the Water District of 100 percent of the tax increment revenue generated by the Water District's 7.67 percent property tax levy, inclusive of the Coachella Valley Water District, the CVWD Improvement District, and the CVWD Storm Water Unit. F-9 County of Riverside The Prior Agency's agreement with the County of Riverside provides for full payment of the tax increment revenue generated by the County General Fund (24.43%), Library District (2.80%), and Fire District (6.03%) property tax levies. Additionally, the Agency is paying the County $1.2 million over the next 5 years to reimburse the County for tax increment revenue generated by the County's General Fund property tax levy the Agency retained during the initial years of the Redevelopment Plan. Riverside County Superintendent/County Office of Education This Prior Agency's agreement with the Riverside County Superintendent/Office of Education provides that the Office shall receive 50% of the tax increment revenue generated by their 4.20% share of the property tax levy. Desert Sands Unified School District The Prior Agency's agreement with DSUSD provides that the Agency will retain 50 percent of the tax increment revenue generated by the DSUSD's 37.19 percent share of the property tax levy. The remaining 50 percent is paid to DSUSD. Tax Sharing Statutes Certain provisions were added to the Redevelopment Law by the adoption of AB 1290 in 1994. If a project area was created after 1994, or if new territory was added to a project area, under Section 33607.5 of the Redevelopment Law, any affected taxing entity would share in the Tax Increment Revenues generated by such added area pursuant to a statutory formula ("Statutory Tax Sharing"). In addition, pursuant to Section 33333.6(e)(2) of the Redevelopment Law, if the Agency amended or deleted the time limit to incur indebtedness in a project area or increased the total amount of Tax Increment Revenues to be allocated to the project area or increased the duration of the redevelopment plan for a project area and the period for receipt of Tax Increment Revenues, Statutory Tax Sharing is also be required under Section 33607.7 of the Redevelopment Law with all affected taxing agencies not already a party to a tax sharing agreement, once the original limitations have been reached. In general, the amounts to be paid pursuant to Statutory Tax Sharing are as follows: (a) commencing in the first fiscal year after the limitation has been reached, an amount equal to 25% of tax increment revenues generated by the incremental increase of the current year assessed valuation over the assessed valuation in the fiscal year that the limitation had been reached, after the amount required to be deposited in the Low and Moderate Income Housing Fund has been deducted; (b) in addition to amounts payable as described in (a) above, commencing in the 1 lth fiscal year after the limitation has been reached, an amount equal to 21 % of tax increment revenues generated by the incremental increase of the current year assessed valuation over the assessed valuation in the preceding loth fiscal year that the limitation had been reached, after the amount required to be deposited in the Low and Moderate Income Housing Fund has been deducted; and (c) in addition to amounts payable as described in (a) and (b) above, commencing in the 31 st fiscal year after the limitation has been reached, an amount equal to 14% of tax increment revenues generated by the incremental increase of the current year assessed valuation over the assessed F-10 valuation in the preceding 30th fiscal year that the limitation had been reached, after the amount required to be deposited in the Low and Moderate Income Housing Fund has been deducted. (d) The City may elect to receive a portion of the tax increment generated in (a) above, after the amount required to be deposited in the Low and Moderate Income Housing Fund has been deducted. (e) The Agency may subordinate the amount required to be paid to an affected taxing entity to any indebtedness after receiving the consent of the taxing entity. With respect to a taxing entity that is a party to a tax sharing agreement, tax sharing payments would continue pursuant to the Tax Sharing Agreement after the original limitations in the Redevelopment Plan were passed. The Agency eliminated the January 1, 2004 time limit to incur debt for Project Area No. 1 and payments to certain taxing entities pursuant to Section 33607.7 commenced in fiscal year 2004/05. The Agency also eliminated the May 16, 2009 time limit to incur debt for Project Area No. 2, and payments to certain taxing entities pursuant to Section 33607.7 commenced in fiscal year 2009/10. As noted above, with the consent of the Taxing Entity, the payments under the Tax Sharing Statutes may be subordinated to certain Agency obligations. No payments to Taxing Entities with respect to Statutory Tax Sharing have been subordinated. Projected Tax Revenues Deposit of projected Tax Revenues in the Redevelopment Property Tax Trust Fund in the amounts and at the times projected by the Agency depends on the realization of certain assumptions relating to the Tax Increment Revenues. The projections of Tax Increment Revenues and the corresponding Tax Revenues from the Project Areas shown on the following tables were based on the assumptions shown below. The Agency believes the assumptions upon which the projections are based are reasonable; however, some assumptions may not materialize and unanticipated events and circumstances may occur. (a) The 2013/14 secured roll was assumed to be equal to the 2012/13 secured roll, and increase 2% annually for inflation in future years. (b) For the purposes of the projections, it was assumed that no additional assessed value would be added to the tax rolls as a result of new construction. (c) The values of unsecured personal property and state assessed utility property and the amount of unitary revenues have been maintained throughout the projections at their 2010/11 values. (d) No additional Proposition 8 adjustments are reflected in the projections. (e) A tax rate of $1.00 per $100 of assessed value applied to the taxable property in the Project Areas was used to determine Tax Increment Revenues. (f) Projected Tax Revenues do not reflect delinquencies or supplemental property taxes. F-11 (g) Projected Tax Revenues include a deduction for administrative costs charged by Riverside County. These fees, while deducted from the Redevelopment Property Tax Trust Fund (RPTTF) deposit, have been prorated between the Project Areas for purposes of the projections. (h) Amounts required to pay an allocable share of the 2011 Loan which had been deposited in the Agency's Low and Moderate Income Housing Fund have been deducted. (i) Projected Tax Revenues include a deduction for payments due to taxing agencies under Tax Sharing Agreements or applicable Tax Sharing Statutes. TABLE NO. 7 SUCCESSOR AGENCY PROJECTED PLEDGED TAX REVENUES (In $ Thousands) Project No. I Project No. 2 Pledged) Fiscal Year Tax Revenues �1� Tax Revenues �'� Tax Revenues 2014 $20,864 $5,665 $26,529 2015 21,639 5,812 27,451 2016 22,089 5,976 28,065 2017 21,792 6,117 27,909 2018 22,244 6,275 28,519 2019 22,709 6,433 29,142 2020 23,178 6,587 29,765 2021 23,656 6,743 30,399 2022 24,150 6,910 31,060 2023 24,651 7,072 31,723 2024 25,160 7,240 32,400 2025 25,677 7,403 33,080 2026 26,207 7,565 33,772 2027 26,751 7,738 34,489 2028 27,303 7,915 35,218 2029 27,864 8,090 35,954 2030 28,438 8,268 36,706 2031 29,028 8,454 37,482 2032 29,626 8,642 38,268 2033 30,233 8,833 39,066 2034 30,854 8,608 39,462 2035 - 7,080 7,080 2036 - 7,279 7,279 2037 - 10,179 10,179 2038 - 10,389 10,389 2039 - 10,606 10,606 2040 - 11,757 11,757 Net of 2011 Loan Payments, see Table No. 8 and 9. F-12 TABLE NO. 8 PROJECT AREA NO. 1 PROJECTED TAX REVENUES (In $ Thousands) Senior Tax Sharing Subordinate Tax Sharing CV Mosquto Desert Allocable County and CV Statutory Sands Desert Share Fiscal Gross Admin Vector Water Tax Tax County County County Unified Community 2011 Net Year RPTTF Fees Control District Sharing Revenues General Library Fire School College Loan Revenues 2014 $42,541 $(553) $(472) $(510) $(322) $40,684 $(10,064) $(1,128) $(2,428) $(2,282) $ (622) $(5,512) $18,648 2015 43,416 (564) (481) (521) (361) 41,489 (10,474) (1,174) (2,528) (2,375) (648) (5,511) 18,779 2016 44,309 (576) (491) (532) (400) 42,310 (10,690) (1,198) (2,579) (2,424) (661) (5,511) 19,247 2017 45,220 (588) (501) (543) (441) 43,147 (10,910) (1,223) (2,633) (3,092) (843) (5,513) 18,933 2018 46,148 (600) (512) (554) (482) 44,000 (11,134) (1,248) (2,687) (3,155) (861) (5,514) 19,401 2019 47,096 (612) (522) (565) (524) 44,873 (11,362) (1,274) (2,742) (3,220) (878) (5,514) 19,883 2020 48,062 (625) (533) (577) (567) 45,760 (11,596) (1,300) (2,798) (3,286) (896) (5,516) 20,368 2021 49,048 (638) (544) (589) (611) 46,666 (11,834) (1,326) (2,856) (3,354) (915) (5,520) 20,861 2022 50,053 (651) (555) (601) (656) 47,590 (12,076) (1,354) (2,914) (3,422) (934) (5,518) 21,372 2023 51,079 (664) (566) (613) (702) 48,534 (12,324) (1,381) (2,974) (3,493) (953) (5,516) 21,893 2024 52,125 (678) (578) (626) (748) 49,495 (12,576) (1,410) (3,035) (3,564) (972) (5,519) 22,419 2025 53,192 (691) (590) (638) (796) 50,477 (12,834) (1,439) (3,097) (3,637) (992) (5,521) 22,957 2026 54,280 (706) (602) (651) (844) 51,477 (13,097) (1,468) (3,160) (3,712) (1,013) (5,520) 23,507 2027 55,391 (720) (614) (665) (893) 52,499 (13,365) (1,498) (3,225) (3,787) (1,033) (5,521) 24,070 2028 56,523 (735) (627) (678) (944) 53,539 (13,638) (1,529) (3,291) (3,865) (1,054) (5,520) 24,642 2029 57,678 (750) (639) (692) (995) 54,602 (13,917) (1,560) (3,358) (3,944) (1,076) (5,523) 25,224 2030 58,856 (765) (652) (706) (1,048) 55,685 (14,201) (1,592) (3,427) (4,025) (1,098) (5,526) 25,816 2031 60,058 (781) (666) (721) (1,101) 56,789 (14,491) (1,624) (3,497) (4,107) (1,120) (5,523) 26,427 2032 61,283 (797) (679) (735) (1,156) 57,916 (14,787) (1,658) (3,568) (4,191) (1,143) (5,525) 27,044 2033 62,533 (813) (693) (750) (1,211) 59,066 (15,089) (1,691) (3,641) (4,276) (1,167) (5,526) 27,676 2034 63,809 (830) (707) (766) (1,268) 60,238 (15,397) (1,726) (3,715) (4,363) (1,190) (5,529) 28,318 F-13 TABLE NO.9 PROJECT AREA NO.2 PROJECTED TAX REVENUES (In $ Thousands) Tax Sharing WMA Desert Mosquto Allocable 2011 County Sands Desert and County Desert CV Statutory Share Bond Fiscal Gross Admin County County County Unifed Community Vector Office of Recreation Water Tax 2011 Debt Tax Year RPTTF Fees General Library Fire School College Control Education District District Sharing Loan Service Revenues 2014 $24,156 $(314) $(5,901) $(676) $(1,457) $(4,492) $(934) $(341) $(507) $(129) $(1,853) $(3,130) $(515) $3,907 2015 24,641 (320) (6,020) (690) (1,486) (4,582) (952) (347) (517) (131) (1,890) (3,128) (513) 4,065 2016 25,136 (314) (6,141) (704) (1,516) (4,674) (972) (354) (528) (134) (1,928) (3,126) (511) 4,234 2017 25,641 (321) (6,264) (718) (1,546) (4,768) (991) (362) (538) (137) (1,967) - (3,126) (519) 4,384 2018 26,156 (327) (6,390) (732) (1,577) (4,864) (1,011) (369) (549) (139) (2,006) (3,125) (515) 4,552 2019 26,681 (334) (6,518) (747) (1,609) (4,961) (1,031) (376) (560) (142) (2,046) (3,124) (516) 4,717 2020 27,216 (340) (6,649) (762) (1,641) (5,061) (1,052) (384) (572) (145) (2,087) (6) (3,124) (518) 4,875 2021 27,763 (347) (6,783) (777) (1,674) (5,163) (1,073) (391) (583) (148) (2,129) (12) (3,124) (518) 5,041 2022 28,320 (354) (6,919) (793) (1,708) (5,266) (1,095) (399) (595) (151) (2,172) (18) (3,122) (514) 5,214 2023 28,889 (361) (7,058) (809) (1,742) (5,372) (1,117) (407) (607) (154) (2,216) (24) (3,120) (514) 5,388 2024 29,469 (368) (7,199) (825) (1,777) (5,480) (1,139) (416) (619) (157) (2,260) (51) (3,120) (513) 5,545 2025 30,060 (376) (7,344) (842) (1,813) (5,590) (1,162) (424) (631) (160) (2,306) (65) (3,120) (513) 5,714 2026 30,663 (383) (7,491) (859) (1,849) (5,702) (1,185) (432) (644) (163) (2,352) (80) (3,118) (517) 5,888 2027 31,279 (391) (7,641) (876) (1,886) (5,816) (1,209) (441) (657) (167) (2,399) (94) (3,118) (515) 6,069 2028 31,906 (399) (7,795) (893) (1,924) (5,933) (1,233) (450) (670) (170) (2,447) (109) (3,116) (512) 6,255 2029 32,547 (407) (7,951) (911) (1,963) (6,052) (1,258) (459) (683) (173) (2,496) (125) (3,116) (514) 6,439 2030 33,200 (415) (8,111) (930) (2,002) (6,174) (1,283) (468) (697) (177) (2,546) (140) (3,117) (515) 6,625 2031 33,866 (423) (8,273) (948) (2,042) (6,297) (1,309) (478) (711) (180) (2,598) (156) (3,114) (515) 6,822 2032 34,545 (432) (8,439) (967) (2,083) (6,424) (1,335) (487) (725) (184) (2,650) (172) (3,114) (514) 7,019 2033 35,238 (440) (8,609) (987) (2,125) (6,553) (1,362) (497) (740) (188) (2,703) (189) (3,114) (513) 7,218 2034 35,945 (449) (8,781) (1,006) (2,167) (6,684) (1,389) (507) (755) (191) (2,757) (206) (3,115) (936) 7,002 2035 36,666 (458) (8,958) (1,027) (2,211) (6,818) (1,417) (517) (770) (195) (2,812) (223) (2,692) (933) 7,635 2036 37,401 (468) (9,137) (1,047) (2,255) (6,955) (1,446) (527) (785) (199) (2,869) (241) (2,691) (937) 7,844 2037 38,152 (477) (9,321) (1,068) (2,301) (7,094) (1,475) (538) (801) (203) (2,926) (259) (936) 10,753 2038 38,917 (486) (9,507) (1,090) (2,347) (7,237) (1,504) (549) (817) (207) (2,985) (277) (936) 10,975 2039 39,697 (496) (9,698) (1,112) (2,394) (7,382) (1,534) (560) (834) (211) (3,045) (296) (935) 11,200 2040 40,493 (506) (9,892) (1,134) (2,442) (7,530) (1,565) (571) (850) (216) (3,106) (320) - 12,361 F-14 APPENDIX G STATE DEPARTMENT OF FINANCE LETTER G-1 SUPPLEMENTAL INFORMATION — THE CITY OF LA QUINTA The following information concerning the City of La Quinta (the "City') and surrounding areas is included only for the purpose of supplying general information regarding the community. The Bonds are not a debt of the City, the State or any of its political subdivisions, and neither the City, the State nor any of its political subdivisions is liable therefor. General Background For centuries before Columbus discovered America, the area which is now La Quinta was the winter home of the Cahuilla Indians. The history of modern La Quinta began with the construction of the La Quinta Hotel in 1926, and La Quinta became a retreat for discriminating seclusion -seekers from Hollywood and around the world. It was incorporated as a City in 1982 encompassing an area of 18.36 square miles and a population of approximately 4,500, and today encompasses an area of approximately 35.31 square miles, with a population of approximately 44,421. La Quinta is one of California's fastest growing cities. Surrounded by the Santa Rosa Mountains, La Quinta is home to the PGA West Golf Resort. The Coachella Valley attracts a high -end market of over 2 million tourists each year, all with substantial disposable income and the time to shop. As a year-round multi -recreational resort community, it attracts golf and tennis enthusiasts from all over the world. Population The following table sets forth population estimates for the City of La Quinta, the County of Riverside and the State of California for the past ten years: CITY OF LA QUINTA ESTIMATED POPULATION Year City of Riverside State of (January 1) La Quinta County California 2004 30,110 1,814,485 35,570,847 2005 32,558 1,895,695 35,869,173 2006 33,987 1,975,913 36,116,202 2007 35,792 2,049,902 36,399,676 2008 36,744 2,102,741 36,704,375 2009 37,116 2,140,626 36,966,713 2010 37,044 2,179,692 37,223,900 2011 37,688 2,205,731 37,427,946 2012 38,190 2,234,193 37,668,804 2013 38,401 2,255,059 37,966,471 Source: State of California Department of Finance, January 1 estimates. In addition to the City's permanent population, the City sees an influx of seasonal residents. For calendar year 2012, that population was *. The seasonal residents usually spend fall, winter and spring in La Quinta. *Source: City of La Quinta H-1 Location Located in the eastern portion of the County known as the Coachella Valley, La Quinta is 20 miles from Palm Springs and 127 miles from Los Angeles. The City motto is "The Gem of the Desert." Climate CITY OF LA QUINTA Climate Average Temperature Rain Humidity Period Min. Mean Max. Inches Daily Average January 37.8 54.1 70.4 0.50 38 April 57.0 72.3 87.5 0.10 32 July 76.9 92.1 107.2 0.12 37 October 58.7 75.5 92.2 0.23 37 Annual 57.2 73.1 89.0 3.38 36 Prevailing winds: Northwest 7 mph. Source: National Weather Service. City Government and Administration The City of La Quinta was originally incorporated on May 1, 1982 and became a charter city in November, 1996 with a Council/Manager form of government. The City Council is comprised of a Mayor and four Council Members. The Mayor is elected for a two-year term and the Council Members are elected for four-year terms. Budgetary Policies The City Manager submits a preliminary budget to the City Council before each fiscal year. A public meeting is then held prior to July 1 to receive public comment. A budget is required to be adopted before the beginning of the fiscal year. Amendments to the budget or budget transfers between funds require Council approval. Budget transfers within funds require City Manager approval. The City also maintains an encumbrance system as one budget technique. All fiscal year end appropriations and encumbrances lapse at year end unless specifically approved by the Council for inclusion in the following year's appropriations. Each Department receives a monthly budget -to -actual expenditure report. In addition, each department can access on-line budgetary data from the financial information system available throughout the City-wide computer network. The City Council is also given an Executive level Summary of Revenues and Expenditures on a monthly basis. Economic Growth and Trends La Quinta includes the La Quinta Resort, several world class golf resorts, quality neighborhoods of single family and multi -dwelling homes and light commercial industries. Outdoor recreation activities H-2 such as hiking and camping are also enjoyed in the area. Community and neighborhood parks offer swimming, picnicking, sports fields, tot lots, recreation programs, and community events. There are several hiking trails leading into the majestic Santa Rosa Mountains. La Quinta's active arts community plays host to the renowned annual La Quinta Arts Festival. Major retail developments continue to diversify and enhance La Quinta's economic base. The Centre at La Quinta is a retail facility hosting the Walmart Super Center, Marshalls, PetSmart along with numerous other shops and restaurants. Washington Park, located along the Washington Street corridor is home to Target, Lowe's, Cost Plus World Market, Trader Joe's, Bouchee Fine Foods — who serve as the shopping center's larger tenants, along with Chase Bank and Steinmart. The Pavillion at La Quinta is a retail outlet for Bed Bath & Beyond, Henry's Market, Best Buy, Office Max and DSW Shoe Warehouse along with restaurants which include Coffee Bean & Tea Leaf, Panera Bread, and Chipotle. La Quinta Court is a spot for specialty shopping with fine restaurants and a gourmet food market. The La Quinta Professional Plaza, is home to Bank of Southern California as well as medical and professional offices. Jefferson Plaza is anchored by Home Depot, Smart & Final, I -Hop, Jack in the Box and the 99¢ Stores. One -Eleven Center is home to Stater Brothers, AAA, Kohl's, Petco, Ross, and Staples. In addition to its retail outlets, the One -Eleven Center maintains restaurants and an Am/Pm service station. Point Happy Shopping Center is home to Bank of America, Fans Plus Blinds and various restaurants. Old Town La Quinta, a 140,000 square foot commercial/retail center in the Village area is anchored by the Hog's Breath Inn, and several locally owned dining establishments. Centre Point, which expanded the economic diversity of the City, is a mixed -use complex, with a Homewood Suites and Applebee's Restaurant, the Eisenhower Argyros Medical Center and a neighborhood dog park (Pioneer Park). Quality residential communities, including PGA West, Rancho La Quinta and the Traditions have increased the assessed valuation of the City. Tourism La Quinta is well known for its many championship golf courses. The City is home to 21 championship courses, and more are in the planning or development stages. In addition to quantity, La Quinta has some of the highest rated courses in the world of golf. Various golf tournaments, including the prestigious Bob Hope Classic, are exposing La Quinta internationally as a quality destination and golf resort area. The City acquired 525 acres of previously undeveloped property adjacent to Jefferson Street and Avenue 52. SilverRock Resort is a 525-acre parcel of land situated at the base of the majestic Santa Rosa Mountains. Often referred to as "the last great piece of land in the Coachella Valley," SilverRock Resort was a former working cattle ranch and vacation retreat of Home Savings and Loan founder, Howard Ahmanson. In 2002, the La Quinta Redevelopment Agency purchased the land to create a tournament golf course, which is open to the public, and a luxury resort/retail venue that would generate long-term, recurring revenue for the City. Two years of intense master planning, design, and construction resulted in the Arnold Palmer -designed "Arnold Palmer Classic Course at SilverRock Resort." The course was voted among the "The Top Ten New Golf Courses That You Can Play" by Golf Magazine, and has been a home course of the Bob Hope Classic since 2008. The nationally recognized La Quinta Arts Festival attracts many visitors from around the country each year to the City of La Quinta and the Coachella Valley. H-3 Hotel room sales in La Quinta enjoyed continued success with revenues estimated at $35.3 million in 2009. The La Quinta Resort and Spa, the largest destination resort in the Coachella Valley, was the largest contributor to this increase. Capital Improvements The City spent $14.6 million in capital improvements during fiscal year 2009-10. Projects completed or nearing completion include the Phase 2 Pedestrian Crossing Enhancements, decorative pedestrian crosswalks at the intersections of Calle Tampico with Avenida Bermudas and with Desert Club Drive. Monroe Street Pavement Rehab Project, repair of northbound and southbound lanes. Washington Street Widening Project, widening of the northbound side of Washington Street and creating a continuous stretch of 3 lanes of through traffic. And, the Laguna De La Paz Sound Wall Project, the work included the construction of an 8 foot sound barrier on the west side of Washington Street between Eisenhower Drive and Avenue 48 adjacent to the Laguna de La Paz residential subdivision to mitigate traffic related noise from the Washington Street Corridor. The City's Capital Improvement Program (CIP) continues to increase to meet the demands of growth, and totals 6.3 million for 2010-11. This major commitment in infrastructure will continue to provide for both the current and future growth that the City has experienced. Commercial Activity The following table demonstrates the growth in the number of business permits and taxable transactions in the City of La Quinta: CITY OF LA QUINTA TAXABLE TRANSACTIONS (in thousands) Retail Stores Total Outlets Number of Taxable Number of Taxable Year Permits Transactions Permits Transactions 2002 246 309,182 531 372,039 2003 277 376,866 580 447,877 2004 336 510,913 670 584,039 2005 403 603,110 755 683,476 2006 448 667,010 862 754,063 2007 507 735,647 1,070 826,488 2008 561 644,113 1,151 731,831 2009 789 552,468 1,106 623,012 2010 831 563,456 1,161 633,545 2011 891 609,077 1,228 680,382 Source: State Board of Equalization Building Activity The following presents the residential building permit valuations for the City of La Quinta for the calendar years 2008 through 2012: RESIDENTIAL BUILDING PERMIT VALUATIONS CITY OF LA QUINTA (Valuation in 000) 2008 2009 2010 2011 2012 Residential Single Unit $ 63,166,758 $ 24,300,022 $ 20,792,686 $ 15,480,731 $ 20,686,325 Multiple Units 20,413,648 0 0 0 11,948,060 Total Residential $ 83,580,406 $ 24,300,022 $ 20,792,686 $ 15,480,731 $ 32,634,385 No. of New Dwelling Units Single Unit 237 109 79 41 55 Multiple Units 217 0 0 0 176 Total Units 454 109 79 41 231 Source: U.S. Census Bureau. City's Taxable Valuation Taxable valuation within the City is established by the Riverside County Assessor, except for utility and other unitary property, which is assessed by the State Board of Equalization. Article XIII A of the State Constitution provides that, beginning with the 1978-79 fiscal year, property taxes in California are limited to one percent of full cash value, except for taxes to pay debt service on indebtedness approved by the voters prior to July 1, 1978. Article XIII A defines full cash value as the County Assessor's valuation of real property as shown on the 1975-76 tax bill ("base year"), except in the case of newly -constructed property or property which undergoes a change in ownership. Yearly taxable value increases following the base year are limited to the growth in the consumer price index, but may not exceed two percent annually. For assessment and collection purposes, property is classified either as "secured" or "unsecured", and is listed accordingly on separate parts of the assessment roll. The "secured roll" is that part of the assessment roll containing State assessed property and property the taxes on which are a lien on real property sufficient, in the opinion of the County Assessor, to secure payment of the taxes. Other property is assessed on the "unsecured roll". H-5 below. The assessed valuation of property within the City since fiscal year 2003-04 is summarized CITY OF LA QUINTA ASSESSED VALUATIONS Taxable Assessed Secured Unsecured Less: Exemptions Value 2003-04 $ 3,789,678,041 $ 32,607,713 $ (54,726,303) $ 3,767,559,451 2004-05 5,412,382,710 40,940,877 (95,420,075) 5,357,903,512 2005-06 6,289,493,552 44,014,548 (113,037,003) 6,220,471,097 2006-07 7,856,383,375 72,554,357 (115,071,146) 7,813,866,586 2007-08 9,986,151,525 88,740,840 (99,245,721) 9,975,646,644 2008-09 11,854,669,637 101,433,002 (89,688,505) 11,866,414,134 2009-10 12,410,626,893 113,185,065 (107,777,195) 12,416,034,763 2010-11 11,742,665,902 121,272,880 (110,752,890) 11,753,185,892 2011-12 10,913,083,169 118,972,704 (161,265,140) 10,870,790,733 2012-13 10,400,897,792 107,421,771 (176,887,605) 10,331,431,958 Source: City of La Quinta Comprehensive Annual Financial Report for Year Ended June 30, 2012 General Plan/Zoning The land within the City of La Quinta is approximately zoned as follows: Industrial: 0 acres Institutional: 120 acres Commercial: 1,240 acres Residential: 12,320 acres Industry La Quinta contains two major commercial areas. It is currently creating master development plans for the first, a 100-acre downtown area. Approximately 50% of this area has yet to undergo actual development. Additionally there remains approximately 680 undeveloped acres of commercial property on Highway 111 between Palm Springs and Indio. M Labor Force The following listing sets forth the top employers in the City: CITY OF LA QUINTAL Major Employers and Number of Employees Approximate Employer No. of Employees Type of Business La Quinta Resort and Club 1,211 Hotel & Golf Resort Desert Sands Unified 968 Government Wal-Mart Super Center 367 Retailer Costco 234 Retailer The Home Depot 165 Retailer Rancho La Quinta 152 Golf Resort Lowes Home Improvement 145 Retailer Hideaway 122 Golf Resort Tradition Golf Club 101 Golf Resort City of La Quinta 89 Government Source: City of La Quints Comprehensive Annual Financial Report for Year Ended June 30, 2012. H-7 Employment and Industry Employment data is not separately reported on an annual basis for the City but is compiled for the Riverside -San Bernardino -Ontario Metropolitan Statistical Area, which includes Riverside and San Bernardino Counties. Set forth in the table below is the employment data for the Riverside -San Bernardino -Ontario Metropolitan Statistical Area for 2009 to 2012. Riverside -San Bernardino -Ontario Metropolitan Statistical Area (Riverside and San Bernardino Counties) 2009 2010 2011 2012 Agriculture 14,900 15,000 14,800 15,100 Mining and Logging 1,100 1,000 1,100 1,200 Construction 67,900 59,700 59,100 61,200 Manufacturing 88,800 85,100 85,500 86,500 Trade, Transportation and Utilities 271,900 270,800 281,000 283,800 Information 14,100 14,000 11,700 11,600 Financial Activities 42,500 41,000 40,400 40,800 Professional and Business Services 125,100 123,400 126,600 126,800 Educational and Health Services 133,600 133,800 143,100 145,500 Leisure and Hospitality 123,800 122,800 128,200 129,500 Other Services 37,300 38,200 40,100 40,400 Government 235,200 234,300 225,200 224,500 Total, All Industries(l) 1,156,400 1,139,000 1,156,900 1,166,700 Total Civilian Labor Force(2) 1,775,700 1,799,900 1,795,000 1,805,400 Total Unemployment 233,800 258,200 243,500 218,600 Unemployment Rate 13.2% 14.3% 13.6% 12.1% Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers and workers on strike. (2) Civilian labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers and workers on strike. Source: State Employment Development Department, Labor Market Information Division. Direct and Overlapping Debt A statement of the City's direct and overlapping debt is as follows: [TO COME] Utilities The main utility providers in the City are as follows: Electricity: Imperial Irrigation District Gas: Sempra Energy Telephone: Verizon Water: Coachella Valley Water District Sewer Service: Coachella Valley Water District H-8 Transportation Access to job opportunities in Riverside County, San Bernardino County, Orange County and Los Angeles County has been one of the major factors in Riverside County's employment and population growth. Several major freeways and highways provide access between Riverside County and all parts of Southern California. U.S. Highways 10 and 60 extend in an east -west direction through the northern portion of the County, Intrastate Highway 91 extends in an east -west direction through the central portion of the county until connecting with U.S. Highway 15, and U.S. Highways 15 and 215 extend in a north - south direction through the central portion of the County, each linking the major cities in the County to other parts of the County and to the Los Angeles, San Bernardino and Orange metropolitan areas and to San Diego County. Local bus service is provided by Sunline Transit and by Greyhound Bus Lines. Passenger service is also provided by AMTRAK, which makes train trips daily each way through the County. Southern Pacific Railroad and Santa Fe Railway handle most of the freight movement in the County. The County seat in the City of Riverside is within a 1-hour drive of La Quinta. It is a 1-1/2 hour drive to the Ontario Airport and a 3 hour drive to LAX and Orange County. Numerous major truck lines serve the City of La Quinta, making available overnight delivery service to major California cities. Education The educational needs of La Quinta are met by three public elementary schools, two junior high schools and one high school, all a part of the Desert Sands Unified School District and the Coachella Valley Unified School District. Post -secondary education is served by College of the Desert, Chapman University, California State University, San Bernardino Extension, Ambition Computer Technology, Propper College and Professional Career College. Community Services La Quinta has two Immediate Care facilities, including the Eisenhower George and Julia Argyros Health Center and a senior citizens' center within the City limits, with approved plans for expanding medical services to the City. Other nearby hospitals are located in Rancho Mirage, Indio and Palm Springs. The City is served by four churches, numerous radio stations, three local TV channels, one TV cable system, one savings and loan bank and six full -service banks. Recreational facilities include major resort hotels, several country clubs, several golf courses and Lake Cahuilla Regional Park. The La Quinta Arts Festival is held annually in March. The Bob Hope Classic is a nationally acclaimed golfing event which is held yearly in the City. APPENDIX I SPECIMEN MUNICIPAL BOND INSURANCE POLICY I-1 SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY La Quinta Redevelopment Project Area No. 1 and 2 Subordinate Tax Allocation Refunding Bonds $99,050,000* $23,100,000* 2013 Series A 2013 Taxable Series B BOND PURCHASE CONTRACT November , 2013 Successor Agency to the La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, California 92253 Ladies and Gentlemen: Southwest Securities, Inc. (the "Underwriter"), acting not as fiduciary or agent for you, but on behalf of itself, hereby offers to enter into this Bond Purchase Contract (the "Purchase Contract") with the Successor Agency to the La Quinta Redevelopment Agency (the "Issuer") for the purchase from the Issuer, of the Issuer's La Quinta Redevelopment Project Area No. 1 and La Quinta Redevelopment Project Area No. 2 Subordinate Tax Allocation Refunding Bonds 2013 Series A and 2013 Taxable Series B (the "Bonds"). This offer is made subject to acceptance thereof by the Issuer prior to 6:00 p.m., California time, on November _, 2013, and upon such acceptance, as evidenced by the signature of the Executive Director of the Issuer in the space provided herein. This Purchase Contract shall be in full force and effect in accordance with its terms and shall be binding upon the Issuer and the Underwriter. The Issuer acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm's-length commercial transaction between the Issuer and the Underwriter; (ii) in connection with such transaction, the Underwriter is acting solely as a principal and not as an agent or a fiduciary of the Issuer; (iii) the Underwriter has not assumed (individually or collectively) a fiduciary responsibility in favor of the Issuer with respect to: (x) the offering of the Bonds or the process leading thereto (whether or not any Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Issuer or affiliates of the Issuer on other matters); or (y) any other obligation to the Issuer except the obligations expressly set forth in this Purchase Contract; and (iv) the Issuer has consulted with its own legal and financial advisor to the extent they deemed appropriate in connection with the offering of the Bonds. 1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis of the representations and agreements herein set forth, the Issuer hereby agrees to sell and the Underwriter hereby agrees to purchase from the Issuer for offering to the public all (but not less than all) of the $99,050,000* aggregate principal amount of the Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No 1 and La Quinta Redevelopment Project No. 2, Subordinated Tax Allocation Refunding Bonds, 2013 Series A, at a purchase price * Preliminary, subject to change. equal to $ (representing an aggregate principal amount of $ , plus original issue premium of $ , and less an underwriter's discount of $ ) and the $23,100,000* aggregate principal amount of the Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No 1 and La Quinta Redevelopment Project No. 2, Subordinated Tax Allocation Refunding Bonds, 2013 Taxable Series B, at a purchase price equal to $ (representing an aggregate principal amount of $ , plus original issue premium of $ , and less an underwriter's discount of $ ) The Bonds will mature and bear interest at the interest rates as shown in Appendix A hereto and will be subject to redemption according to the terms set forth in the Indenture, dated as of October 1, 2013 and a First Supplemental Indenture, dated as of October 1, 2013 (together, the "Indenture"), by and between the Issuer and U.S. Bank National Association (the "Trustee"). The Bonds will be authorized and issued pursuant to the Indenture approved by Resolution No. adopted by the Issuer on October 1, 2013 (the "Resolution"), and by Resolution No. adopted by the Oversight Board for the Issuer on October 2, 2013 (the "Oversight Board Resolution"), and in accordance with Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the "Bond Law"), Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the Health and Safety Code of the State, as amended on June 27, 2012 by Assembly Bill No. 1484 ("AB 1484"), enacted as Chapter 26, Statutes of 2012 (the "Dissolution Act"), and the Constitution and other applicable laws of the State of California (the "State"). The Underwriter agrees to make a bona fide public offering of the Bonds at the initial offering yields set forth in the Official Statement; however, the Underwriter reserves the right to make concessions to dealers and to change such initial offering yields as the Underwriter shall deem necessary in connection with the marketing of the Bonds. The Underwriter agrees that, in connection with the public offering and initial delivery of the Bonds to the purchasers thereof from the Underwriter, the Underwriter will deliver or cause to be delivered to each purchaser a copy of the final Official Statement prepared in connection with the Bonds (the "Official Statement"), for the time period required under Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12"). Terms defined in the Official Statement are used herein as so defined. The Bonds are being issued by the Issuer on a subordinate basis to the La Quinta Redevelopment Agency's (the "Prior Agency") loan obligation under the Loan Agreement, dated as of February 3, 2004 as supplemented by the First Supplemental Loan Agreement, dated as of June 1, 2004 (the "2004 Loan Obligation") in connection with the La Quinta Financing Authority's (the "Authority") previously issued $90,000,000 Local Agency Revenue Bonds, 2004 Series A (the "2004 Housing Bonds") of which $75,480,000 are currently outstanding, the previously issued $6,000,000 La Quinta Redevelopment Project Area No. 2, Subordinate Taxable Tax Allocation Bonds, Series 2011 (the "2011 Bonds") of which $5,930,000 are currently outstanding and the Prior Agency's loan obligation under the Loan Agreement, dated February 3, 2004 as supplemented by the Second Supplemental Loan Agreement, dated as of March 1, 2011 (the "2011 Loan Obligation") in connection with the Authority's previously issued $28,850,000 Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A (the "2011 Series A Bonds") of which $28,330,000 are currently outstanding. * Preliminary, subject to change. 2 The Bonds are being issued to refinance the La Quinta Redevelopment Agency's previously issued $15,760,000 La Quinta Redevelopment Project Area No. 1, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. 1 Bonds") of which $15,105,000 are currently outstanding, the $6,750,000 La Quinta Redevelopment Project Area No. 2, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. 2 Bonds") of which $5,140,000 are currently outstanding, the $48,000,000 La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2001 (the "2001 Project Area No. 1 Bonds") of which $46,435,000 are currently outstanding, the $40,000,000 La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2002 (the "2002 Project Area No. 1 Bonds") of which $32,940,000 are currently outstanding, and the $26,400,000 La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Taxable Series 2003 (the "2003 Project Area No. 1 Bonds") of which $21,625,000 are currently outstanding. The 1998 Project Area No. 1 Bonds, 1998 Project Area No. 2 Bonds, 2001 Project Area No. 1 Bonds, 2002 Project Area No. 1 and the 2003 Project Area No. 1 are sometimes collectively referred to herein as the "Refunded Bonds." In connection with such refunding, the Issuer, as successor to the La Quinta Redevelopment Agency, will enter into a 1998 Project Area No. 1 Bonds Escrow Agreement, dated as of October 1, 2013 (the "1998 Project Area No. 1 Bonds Escrow Agreement"), a 1998 Project Area No. 2 Bonds Escrow Agreement, dated as of October 1, 2013 (the "1998 Project Area No. 2 Bonds Escrow Agreement"), a 2001 Project Area No. 1 Bonds Escrow Agreement, dated as of October 1, 2013 (the "2001 Project Area No. 1 Bonds Escrow Agreement"), a 2002 Project Area No. 1 Bonds Escrow Agreement, dated as of October 1, 2013 (the "2002 Project Area No. 1 Bonds Escrow Agreement"), and a 2003 Project Area No. 1 Bonds Escrow Agreement, dated as of October 1, 2013 (the "2003 Project Area No. 1 Bonds Escrow Agreement"), (collectively, the "Escrow Agreements"), each by and between the Issuer and U.S. Bank National Association, as Escrow Bank. 2. Official Statement. The Issuer shall deliver, or cause to be delivered, to the Underwriter two (2) executed copies of the Official Statement prepared in connection with the Bonds, in such form as shall be approved by the Issuer and the Underwriter and such additional conformed copies thereof as the Underwriter may reasonably request. The Issuer deems the Preliminary Official Statement, dated November , 2013 (the "Preliminary Official Statement") to be "final" as of its date for purposes of Rule 15c2-12. By acceptance of this Purchase Contract, the Issuer hereby authorizes the use of copies of the Official Statement in connection with the public offering and sale of the Bonds, and ratifies and approves the distribution by the Underwriter of the Preliminary Official Statement. 3. Delivery of the Bonds. At approximately 9:00 a.m., California time, on December , 2013, or at such earlier or later time or date, as shall be agreed upon by the Issuer, and the Underwriter (such time and date herein referred to as the "Closing Date"), the Issuer shall deliver to the Underwriter, acting on its own behalf at a location to be designated by the Underwriter, in Newport Beach, California, or such other place as designated by the Underwriter, the Bonds in definitive form and authenticated by the Trustee. The Underwriter, acting on its own behalf, shall accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by same day funds (such delivery and payment being herein referred to as the "Closing"). The Bonds shall be made available to the Underwriter not later than the second business day before the Closing Date for purposes of inspection and packaging. The Bonds shall be delivered as registered bonds in the name of Cede & Co., Inc. 3 4. Representations and Agreements of the Issuer. The Issuer represents and agrees that: (a) The Issuer is a public entity, duly organized and existing, and authorized to transact business and exercise powers, under and pursuant to the Constitution and laws of the State, including the Dissolution Act, and has, and at the date of the Closing will have, full legal right, power and authority (i) to enter into this Purchase Contract, (ii) to issue, sell and deliver the Bonds to the Underwriter, acting on its own behalf, as provided herein, (iii) to adopt the Resolution approving the Indenture, and (iv) to carry out and to consummate the transactions contemplated by this Purchase Contract, the Indenture, the Escrow Agreements, the Continuing Disclosure Agreement, dated as of [the Closing Date] (the "Disclosure Agreement"), between the Issuer and Willdan Financial Services., as Dissemination Agent (the "Dissemination Agent") with respect to the Bonds, and the Official Statement; (b) The Preliminary Official Statement, as of its date, was true, correct and complete in all material respects and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (c) The Official Statement is, and will be, as of the Closing Date, true, correct and complete in all material respects and does not, and will not, as of the Closing Date, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (d) The Issuer to the best of its knowledge has complied, and will at the Closing Date be in compliance, in all respects with the Bond Law, the Dissolution Act, and any other applicable laws of the State; (e) By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly authorized and approved the Preliminary Official Statement and the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Issuer of the obligations on its part contained in, the Indenture, the Escrow Agreement, the Bonds, the Disclosure Agreement and this Purchase Contract, and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded; (f) As of the time of acceptance hereof and as of the time of the Closing, except as otherwise disclosed in the Official Statement, the Issuer to the best of its knowledge is not and will not be in any material respect in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State, of the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, indenture, resolution, ordinance, agreement or other instrument to which the Issuer is a party or 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 adoption of the Resolution and the execution and delivery of the Bonds, the Indenture, the Escrow Agreements, the Disclosure Agreement and this Purchase Contract, and compliance with the provisions of each thereof, will not conflict in any material way with or constitute a material breach of or material default under any law, administrative regulation, judgment, decree, loan agreement, note, indenture, resolution, E agreement or other instrument to which the Issuer is a party or is otherwise subject; and, except as described in the Official Statement, the Issuer has not entered into any contract or arrangement of any kind which might give rise to any lien or encumbrance on the revenues and amounts pledged pursuant to, or subject to the lien of, the Indenture; (g) To the best of its knowledge all approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to adoption of the Resolution approving the Indenture, execution and delivery by the Issuer of the Indenture, the Escrow Agreement, the Disclosure Agreement, and this Purchase Contract, and the issuance, sale and delivery of the Bonds have been obtained or will be obtained prior to the Closing; (h) The Bonds when issued, authenticated and delivered in accordance with the Indenture will be validly issued, and will be valid and binding, obligations of the Issuer; (i) To the best of its knowledge the terms and provisions of the Indenture comply in all respects with the requirements of the Bond Law, the Dissolution Act, and the Indenture, the Escrow Agreements, the Disclosure Agreement and this Purchase Contract, when properly executed and delivered by the respective parties thereto and hereto, will constitute the valid, legal and binding obligations of the Issuer enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and general rules of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); 0) Except as disclosed in the Official Statement, 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 against the Issuer and notice of which has been served upon the Issuer, or to the best knowledge of the officer of the Issuer executing this Purchase Contract threatened against the Issuer, affecting the existence of the Issuer or the titles of its members or officers, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the payment or collection of any amounts pledged or to be pledged to pay the principal of, redemption premium, if any, and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, the Indenture, the Escrow Agreement, the Disclosure Agreement or this Purchase Contract or the consummation of the transactions contemplated thereby and hereby, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the power or authority of the Issuer to issue the Bonds, to adopt the Resolution approving the Indenture or to execute and deliver the Indenture, the Escrow Agreements, the Disclosure Agreement, or this Purchase Contract, nor is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the Issuer's performance under the Bonds, the Indenture, the Escrow Agreement, the Disclosure Agreement, or this Purchase Contract, or the validity or enforceability of the Bonds, the Indenture, the Escrow Agreements, the Disclosure Agreement, or this Purchase Contract; (k) Any certificate signed by an authorized officer or official of the Issuer and delivered to the Underwriter shall be deemed a representation of the Issuer to the Underwriter as to the statements made therein; E (1) Each of the Bonds shall be secured in the manner and to the extent set forth in the Indenture under which each such Bond is to be issued; (m) The Issuer will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, that the Issuer shall not be required to consent to service of process outside of California; (n) The Issuer will apply the proceeds of the Bonds in accordance with the Indenture and all other applicable documents and as described in the Official Statement; (o) The Issuer has paid to the County Auditor -Controller the amount of "surplus" demanded, if any, by the County Auditor -Controller pursuant to Health and Safety Code Section 34183.5; and (p) The Issuer shall provide to the Underwriter, not later than seven (7) business days after the date of this Purchase Contract, but in any event in sufficient time to accompany any confirmation sent by the Underwriter to a purchaser of the Bonds, not more than 200 copies of the Official Statement to satisfy the Underwriter's obligation under Rule 15c2-12 with respect to the distribution of the Official Statement. 5. Representations of the Underwriter. The Underwriter represents that it has full right, power, and authority to enter into this Purchase Contract. 6. Covenants re Official Statement. The Issuer covenants with the Underwriter that so long as the Underwriter, or dealers, if any, are participating in the distribution of the Bonds which constitute the whole or a part of their unsold participations, if an event known to the Issuer occurs affecting the Issuer, or the transactions contemplated by the Indenture and the issuance of the Bonds, which could cause the Official Statement to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter and if in the opinion of the Issuer, the Underwriter or Bond Counsel, such event requires an amendment or supplement to the Official Statement, the Issuer will amend or supplement the Official Statement in a form and in a manner jointly approved by the Issuer and the Underwriter, and the Issuer will bear the cost of making and printing such amendment or supplement to the Official Statement and distributing such amendment or supplement to Owners of the Bonds. The obligations of the Issuer under this Section 6 shall terminate on the earlier of (a) ninety (90) days from the "end of the underwriting period," as defined in Rule 15c2-12, or (b) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than twenty-five (25) days following the end of the underwriting period. Unless otherwise notified by the Underwriter in writing not later than thirty (30) days after the Closing Date, the Issuer may assume that the end of the underwriting period is the Closing Date. 7. Conditions to Obligations of Underwriter. The Underwriter has entered into this Purchase Contract in reliance upon the representations and agreements of the Issuer contained herein and upon the accuracy of the statements to be contained in the documents, opinions, and instruments to be delivered at the Closing. Accordingly, the Underwriter's obligation under this Purchase M Contract to purchase, accept delivery of, and pay for the Bonds on the Closing Date is subject to the performance by the Issuer of its' obligations hereunder at or prior to the Closing. The following additional conditions precedent relate to the Closing, in connection with the Underwriter's obligation to purchase the Bonds: (a) At the time of the Closing, (i) the representations of the Issuer contained herein to the best of its knowledge shall be true, complete and correct in all material respects; and (ii) the Indenture shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter; (b) The Underwriter shall have the right to cancel its obligation to purchase the Bonds if between the date hereof and the Closing, (i) legislation shall have been enacted (or indenture or resolution passed) by or introduced or pending legislation amended in the Congress of the United States or the State or shall have been reported out of committee or be pending in committee, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling shall have been made or indenture shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or State authority, with respect to Federal or State taxation upon interest on obligations of the general character of the Bonds or with respect to the security pledged to pay debt service on the Bonds, that, in the Underwriter's reasonable judgment, materially adversely affects the market for the Bonds, or the market price generally of obligations of the general character of the Bonds or (ii) there shall exist any event that, in the Underwriter's reasonable judgment, either (A) makes untrue or incorrect in any material respect any statement or information in the Official Statement or (B) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect, or (iii) there shall have occurred any outbreak of hostilities or other local, national or international calamity or crisis, or a default with respect to the debt obligations of, or the institution of proceedings under the federal bankruptcy laws, the effect of which on the financial markets of the United States will be such as in the Underwriter's reasonable judgment, makes it impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds, or (iv) there shall be in force a general suspension of trading on the New York Stock Exchange, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices of securities shall have been required and be in force on the New York Stock Exchange, whether by virtue of determination by that Exchange or by order of the Securities and Exchange Commission of the United States or any other governmental authority having jurisdiction that, in the Underwriter's reasonable judgment, makes it impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds, or (v) a general banking moratorium shall have been declared by federal, New York or State authorities having jurisdiction and be in force that, in the Underwriter's reasonable judgment, makes it impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds, or (vi) legislation shall be enacted or be proposed or actively considered for enactment, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the Securities and Exchange Commission of the United States or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that the Bonds or any obligations of the general character of the Bonds are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, or of the Trust 7 Indenture Act of 1939, as amended and as then in effect, or otherwise are or would be in violation of any provision of the federal securities laws, or (vii) the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or materially increase any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, underwriters, or (viii) there shall have been any materially adverse change in the affairs of the Issuer which in the Underwriter's reasonable judgment materially adversely affects the market for the Bonds, or (ix) general political, economic or market conditions which, in the reasonable judgment of the Underwriter, shall make it impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds; and (c) At or prior to the Closing, the Underwriter and the Issuer shall receive the following: (1) The unqualified approving opinion of Rutan & Tucker, LLP, Costa Mesa, California, bond counsel (the "Bond Counsel"), in form and substance acceptable to the Underwriter, addressed to the Issuer, dated the date of the Closing, together with a letter from such counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that the foregoing opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it; (2) A supplemental opinion of Bond Counsel, addressed to the Underwriter, the Issuer and Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, disclosure counsel ("Disclosure Counsel"), in form and substance acceptable to each of them, dated the date of Closing, to the following effect: (i) The Issuer has duly authorized, executed and delivered the Indenture, the Escrow Agreements, the Disclosure Agreement and the Purchase Contract. The Indenture, the Escrow Agreements, the Disclosure Agreement and the Purchase Contract constitute the legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights, to the application of equitable principles when equitable remedies are sought and to the exercise of judicial discretion in appropriate cases; (ii) The Official Statement has been duly authorized, executed and delivered by the Issuer; (iii) The statements and information contained or summarized in the Preliminary Official Statement and Official Statement on the cover page and under the headings "INTRODUCTORY STATEMENT," "THE BONDS," "SECURITY FOR THE BONDS," "THE INDENTURE," "CONCLUDING INFORMATION — Legal Opinion," "CONCLUDING INFORMATION — Tax Exemption," "APPENDIX A — Definitions" and "APPENDIX B — Form of Bond Counsel Opinion" (but not including any statistical or financial information set forth under such headings, as to which no opinion need be expressed) insofar as such statements purport to summarize certain provisions of the Bond Law, the Dissolution Act, the Redevelopment Law, the Bonds, the Indenture and the Escrow Agreements, and the opinion of such Bond Counsel concerning certain federal and state tax matters relating to the Bonds, are accurate in all material respects; (iv) The Bonds are exempt from registration under the Securities Act of 1933, as amended; (v) The Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (vi) The Issuer has obtained all authorizations, approvals, consents or other orders of the State or any other governmental authority or agency within the State having jurisdiction over the Issuer for the valid authorization, issuance and delivery by the Issuer of the Bonds. (3) The opinion of counsel to the Issuer, addressed to the Underwriter and the Issuer, in form and substance acceptable to each of them, dated the date of the Closing, to the following effect: (i) The Issuer is a public entity, duly organized and validly existing under and by virtue of the Constitution and the laws of the State; (ii) The Indenture, the Disclosure Agreement, the Escrow Agreements, and the Purchase Contract have been duly approved by the Resolution of the Issuer adopted at a regular meeting duly called and held in accordance pursuant to law and with all public notice required by law and at which a quorum of the members of the Issuer was continuously present, and the Resolution is in full force and effect and has not been modified, amended or rescinded; (iii) The Indenture, the Disclosure Agreement, the Escrow Agreements, and the Purchase Contract have been duly approved by the Oversight Board Resolution adopted at a special meeting duly called and held in accordance pursuant to law and with all public notice required by law and at which a quorum of the members of the Oversight Board was continuously present, and the Oversight Board Resolution is in full force and effect and has not been modified, amended or rescinded; (iv) Except as described in the Official Statement, there is no litigation pending against the Issuer and notice of which has been served on the Issuer, or to the best of such counsel's knowledge after due inquiry, threatened against the Issuer, which: (a) challenges the right or title of any member or officer of the Issuer to hold his or her respective office or exercise or perform the powers and duties pertaining thereto; (b) challenges the validity or enforceability of the Bonds, the Indenture, the Escrow Agreements, the Disclosure Agreement, or the Purchase Contract; (c) seeks to I restrain or enjoin the issuance and sale of the Bonds, the adoption or effectiveness of the Resolution and Indenture, or the execution and delivery by the Issuer of, or the performance by the Issuer of its obligations under the Bonds, the Indenture, the Escrow Agreements, the Disclosure Agreement, or the Purchase Contract; or (d) if determined adversely to the Issuer or its interests, would have a material and adverse affect upon the financial condition, assets, properties or operations of the Issuer; and (v) The execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Bonds, the Indenture, the Escrow Agreements, the Disclosure Agreement, and the Purchase Contract, do not in any material respect conflict with, violate or constitute a default under any provision of any law, court order or decree or any contract, instrument or agreement to which the Issuer is a party or by which it is bound. (4) A certificate dated the date of the Closing, signed by the Executive Director or appropriate officer of the Issuer, to the effect that to the best of such officer's knowledge: (i) the representations and covenants of the Issuer contained herein are true and correct in all material respects on and as of the date of the Closing with the same effect as if made on the Closing Date; (ii) the Issuer has complied with all the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to the Closing; (iii) no event affecting the Issuer has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date any statement or information contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect; and (iv) the Indenture remains in full force and effect and has not been amended in any respect, except as approved in writing by the Underwriter, since the date of the Indenture; (5) A certificate of the Trustee dated the date of the Closing, to the effect that: (i) the Trustee is organized and existing as a national banking association under and by virtue of the laws of the United States of America, having full power and being qualified and duly authorized to perform the duties and obligations of the Trustee and Escrow Bank under and pursuant to the Indenture and the Escrow Agreements (together, the "Trustee Documents"); (ii) the Trustee has agreed to perform the duties and obligations of the Trustee as set forth in the Indenture; (iii) to the best of its knowledge, compliance with the provisions on the Trustee's part contained in the Trustee Documents will not conflict with or constitute a breach of or default under the Articles of Incorporation or Bylaws of the Trustee or any material law, administrative regulation, judgment, decree, loan agreement, indenture, resolution, bond, note, agreement or other instrument to which the Trustee is a party or is otherwise subject, as a result of which the Trustee's ability to perform its obligations under the Trustee Documents would be impaired, nor will any such 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 properties or assets held by the Trustee pursuant to the Indenture under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, agreement or other instrument, except as provided by the Trustee Documents; and 10 (iv) to the best of the knowledge of the Trustee, the Trustee has not been served in any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending nor is any such action, suit, proceeding, inquiry or investigation threatened against the Trustee, affecting the existence of the Trustee, or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the delivery of the Bonds issued under the Indenture or the collection of revenues pledged or to be pledged to pay the principal of, premium, if any, and interest on the Bonds issued under the Indenture, or the pledge thereof, or in any way contesting the powers of the Trustee or its authority to enter into or perform its obligations under the Trustee Documents, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Indenture or the Disclosure Agreement; (6) An opinion of counsel to the Trustee dated the Closing Date and addressed to the Issuer and the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that: (i) the Trustee has been duly organized and is validly existing and in good standing as a national banking association under the laws of the United States of America with full corporate power to undertake the trust of the Indenture; (ii) the Trustee has duly authorized, executed and delivered the Trustee Documents, and by all proper corporate action has authorized the acceptance of the duties and obligations of the Trustee under the Trustee Documents and to authorize in its capacity as trustee thereunder the authentication and delivery of the Bonds; (iii) assuming due authorization, execution and delivery by the City, the Trustee Documents are valid, legal and binding agreements of the Trustee, enforceable in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (iv) exclusive of federal or state securities laws and regulations, to the best of such counsel's knowledge after reasonable inquiry and investigation, other than routine filings required to be made with governmental agencies in order to preserve the Trustee's authority to perform a trust business (all of which routine filings such counsel believes, after reasonable inquiry and investigation, to have been made), no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee is or will be required for the execution and delivery by the Trustee of the Trustee Documents or the authentication and delivery of the Bonds; (v) to the best of such counsel's knowledge, the execution and delivery by the Trustee of the Trustee Documents and the Bonds, and compliance with the terms thereof will not, in any material respect, conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties, or (except with respect to the lien of the Indenture) 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 Trustee; and (vi) to the best of such counsel's knowledge, there is no litigation pending or threatened against or affecting the Trustee to restrain or enjoin the 11 Trustee's participation in, or in any way contesting the powers of the Trustee with respect to the transactions contemplated by the Bonds and the Trustee Documents; (7) Two (2) copies of this Purchase Contract duly executed and delivered by the parties thereto; (8) Two (2) copies of the Official Statement, executed on behalf of the Issuer by the Executive Director of the Issuer; (9) One (1) certified copy of the Indenture, the Escrow Agreements, the Disclosure Agreement, and all resolutions of the Issuer and the Oversight Board relating to the issuance of the Bonds (including without limitation the Resolution and the Oversight Board Resolution); (10) A letter, dated the date of the Closing and addressed to the Underwriter and the Issuer, of Disclosure Counsel, to the effect that based upon its participation in the preparation of the Official Statement and without having undertaken to determine independently the accuracy or completeness of the statements in the Official Statement such Counsel has no reason to believe that, as of the date of Closing, the Official Statement (except for Appendices A, B, C, E, F, G, H and I to the Official Statement, any information about the book -entry system or DTC, the bond insurance policy and the bond insurer, statements relating to the treatment of the Bonds or the interest or discount related thereto for tax purposes under the law of any jurisdiction, or financial, statistical and numerical data included in the Official Statement, as to which no view need be expressed) contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (11) A defeasance opinion of Bond Counsel, dated the Closing Date, to the effect that the lien of the 1998 Project Area No. 1 Bonds, 1998 Project Area No. 2 Bonds, 2001 Project Area No. 1 Bonds, 2002 Project Area No. 1 Bonds and the 2003 Project Area No. 1 Bonds with respect to the Pledged Tax Revenues has been discharged; (12) A Certificate of Willdan Financial Services ("Willdan"), to the following effect: (i) Willdan is duly authorized to execute and deliver the Continuing Disclosure Agreement and to perform as Dissemination Agent thereunder, and Willdan had duly executed and delivered the Disclosure Agreement; and (ii) Willdan' execution and delivery of the Disclosure Agreement and performance as Dissemination Agent thereunder do not and will not conflict in any way with any law, judgment, agreement or other instrument to which Willdan is a party or is subject; (13) A Certificate of Harrell & Company Advisors ("Financial Advisor") to the following effect: 12 (i) in connection with the issuance of the Bonds, Financial Advisor has provided the Issuer certain projections and estimates (the "Projections") and a Fiscal Consultant Report (the "Financial Advisor's Report") with respect to the taxable valuation and Pledged Tax Revenues with respect to the Project Area. The Financial Advisor has obtained such information from the County of San Bernardino and other sources as the Financial Advisor deemed necessary and relevant to generate the Financial Advisor's Report and to express an informed opinion with respect to the matters discussed in such Financial Advisor's Report; (ii) the Financial Advisor has reviewed the Official Statement and, in particular, information presented in the tables set forth in the Official Statement under the captions "THE PROJECT AREA" and "PLEDGED TAX REVENUES," and as of the date of the Official Statement and as of the Closing Date, such information and the Financial Advisor's Report fairly and accurately reflect the Projections and, to the best knowledge of the Financial Advisor, do not contain any untrue or misleading statement of a material fact and do not fail to state a material fact necessary in order to make the information contained therein, not misleading; (iii) Nothing has come to the attention of the Financial Advisor which would cause the Financial Advisor to believe that the statements and information contained in the Official Statement that are attributable to the Financial Advisor, including but not limited information under the captions 7HE PROJECT AREA," "PLEDGED TAX REVENUES" and APPENDIX F — Financial Advisor's Report" as of the date of the Official Statement, are inaccurate in any material respect; and no event or act known to the Financial Advisor has occurred since the date of the Official Statement which would make such statements and information inaccurate or misleading; (iv) the Financial Advisor affirms its consent to the inclusion of such Projections in the Official Statement and the reproduction of the Financial Advisor's Report in the appendices of the Official Statement; (14) [A municipal bond insurance policy insuring the payment of principal and interest on the Bonds (the "Bond Insurance Policy"), issued by Assured Guaranty Municipal Corp. (the "Bond Insurer"); (15) A certificate of the Bond Insurer of an opinion of counsel to the Bond Insurer, dated the date of Closing, regarding the accuracy of the information in the Official Statement describing the Bond Insurer and the Bond Insurance Policy; (16) An opinion (or opinions) of counsel to the Bond Insurer, dated the date of Closing, addressed to the Issuer, the Trustee and the Underwriter, regarding the Bond Insurer's valid existence, power and authority, the Bond Insurer's due authorization and issuance of the Bond Insurance Policy and, the Bond Insurance Policy's enforceability against the Bond Insurer;] 13 (17) A rating letter from Standard & Poor's Ratings Group confirming the rating on the Bonds; and (18) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter, Bond Counsel or Disclosure Counsel may reasonably request to evidence compliance by the Issuer with this Purchase Contract, legal requirements, and the performance or satisfaction by the Issuer at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Issuer. The Issuer will furnish the Underwriter with such conformed copies of such opinions, certificates, letters and documents as the Underwriter may reasonably request. If the Issuer is unable to satisfy the conditions to the obligations of the Underwriter contained in this Purchase Contract, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and none of the Underwriter, the Issuer shall have any further obligations hereunder. However, the Underwriter may in its discretion waive one or more of the conditions imposed by this Purchase Contract for the protection of the Underwriter and proceed with the related Closing. If this Purchase Agreement shall be terminated pursuant to this Section, including but not limited to paragraphs (b) and (c), or if the purchase provided for herein is not consummated because any condition to the Underwriter's obligation hereunder is not satisfied or because of any refusal, inability or failure on the part of the Issuer to comply with any of the terms or to fulfill any of the conditions of this Purchase Agreement, or if for any reason the Issuer shall be unable to perform all of their respective obligations under this Purchase Agreement, the Issuer shall not be liable to the Underwriter for damages on account of loss of anticipated profits arising out of the transactions covered by this Purchase Agreement. 8. Expenses. The Underwriter shall be under no obligation to pay, and the Issuer shall pay from its available funds or from the proceeds of the Bonds, certain expenses set forth in this Section, including but not limited to: (i) all expenses in connection with the preparation, distribution and delivery of the Preliminary Official Statement, the Official Statement and any amendment or supplement thereto, (ii) all expenses in connection with the printing, issuance and delivery of the Bonds, (iii) the fees and disbursements of Bond Counsel and Disclosure Counsel in connection with the Bonds, (iv) the fees and disbursements of counsel to the Issuer in connection with the Bonds, (v) the disbursements of the Issuer in connection with the issuance of the Bonds, (vi) the fees and disbursements of the Trustee, (vii) rating agency fees, (viii) fees of the Financial Advisor, and (ix) bond insurance premium. The Underwriter shall pay (i) fees, if any, payable to the California Debt and Investment Advisory Commission in connection with the issuance of the Bonds; (ii) the cost of preparation of the Blue Sky and Legal Investment Memoranda and all Blue Sky filing fees in connection with the public offering of the Bonds; (iii) all advertising expenses in connection with the public offering of the Bonds; and (iv) all other expenses incurred by it in connection with its public offering and distribution of the Bonds. 14 9. Notice. Any notice or other communication to be given to the Issuer under this Purchase Contract may be given by delivering the same in writing at the address set forth above. Any such notice or communication to be given to the Underwriter may be given by delivering the same in writing to: Southwest Securities, Inc. 2533 S. Coast Hwy. 101, Suite 250 Cardiff by the Sea, California 92007 Attention: Ms. Robin M. Thomas 10. Governing Law. This Purchase Contract shall be governed by the laws of the State of California. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 11. Parties in Interest. This Purchase Contract is made solely for the benefit of the signatories hereto (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof except as provided in Section 11 hereof. All representations in this Purchase Contract shall remain operative and in full force and effect, regardless of (a) delivery of and payment for any of the Bonds and (b) any termination of this Purchase Contract. Accepted as of the date first stated above: SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY By Its: Executive Director 15 Respectfully submitted, SOUTHWEST SECURITIES, INC. Lo APPENDIX A A-1 FORM OF ESCROW AGREEMENT THIS BONDS ESCROW AGREEMENT, dated as of October 1, 2013 (this "Agreement"), is by and between [among] the Successor Agency to the La Quinta Redevelopment Agency (the "Successor Agency") and U.S. Bank National Association, acting in its capacity as escrow bank (the " Bonds Escrow Bank") pursuant to this Agreement; WITNESSETH: WHEREAS, the La Quinta Redevelopment Agency (the "Prior Agency") was a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers under and pursuant to the provisions of the Community Redevelopment Law (Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California) (the "Law"), and the powers of the La Quinta Redevelopment Agency included the power to issue Bonds for any of its corporate purposes; and WHEREAS, a Redevelopment Plan for a redevelopment project known and designated as the "La Quinta Redevelopment Project Area No. I" has been adopted and approved by Ordinance No. 43 of the City of La Quinta on November 29, 1983, and all requirements of law for and precedent to the adoption and approval of the Project Area No. 1 Redevelopment Plan, as amended, have been duly complied with; and WHEREAS, a Redevelopment Plan for a redevelopment project known and designated as the "La Quinta Redevelopment Project Area No. 2" has been adopted and approved by Ordinance No. 139 of the City of La Quinta on May 16, 1989, and all requirements of law for and precedent to the adoption and approval of the Project Area No. 2 Redevelopment Plan, as amended, have been duly complied with; and WHEREAS, the Prior Agency has previously issued $15,760,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. I Bonds"); and WHEREAS, the Prior Agency has previously issued $6,750,000 aggregate principal amount of the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2, Tax Allocation Refunding Bonds, Series 1998 (the "1998 Project Area No. 2 Bonds"); and WHEREAS, the Prior Agency has previously issued $48,000,000 aggregate principal amount of La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2001 (the "2001 Project Area No. I Bonds"); and WHEREAS, the Prior Agency has previously issued $40,000,000 aggregate principal amount of La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2002 (the "2002 Project Area No. I Bonds"); and WHEREAS, the Successor Agency has previously issued $26,400,000 aggregate principal amount of La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area 124/015610-0135 5660907.3 a09/24/13 No. 1, Tax Allocation Bonds, Taxable Series 2003 (the "2003 Project Area No. 1 Taxable Bonds"); and WHEREAS, the La Quinta Financing Authority (the "Authority") on behalf of the Prior Agency has previously issued $90,000,000 aggregate principal amount of La Quinta Financing Authority, Local Agency Revenue Bonds, 2004 Series A (the "2004 Housing Bonds") and loaned the proceeds to the Prior Agency pursuant to the terms of a loan agreement dated February 3, 2004, as supplemented by a First Supplemental Loan Agreement dated as of June 1, 2004 (the "2004 Loan Obligation"); and WHEREAS, the Successor Agency has previously issued $6,000,000 La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area No. 2 Subordinate Taxable Tax Allocation Bonds, Series 2011 (the "2011 Project Area No. 2 Taxable Bonds") and loaned the proceeds to the Prior Agency pursuant to the terms of a loan agreement dated February 3, 2004 and a Second Supplemental Indenture, dated as of March 1, 2011 (the "2011 Loan Obligation"); and WHEREAS, the Authority on behalf of the Prior Agency has previously issued $28,850,000 La Quinta Financing Authority, Local Agency Subordinate Taxable Revenue Bonds, 2011 Series A (the "2011 Taxable Housing Bonds"); and WHEREAS, the Successor Agency has determined that it is cost effective and efficient to refund and defease, in their entirety, the 1998 Project Area No. 1 Bonds, the 1998 Project Area No. 2 Bonds, the 2001 Project Area No. 1 Bonds, the 2002 Project Area No. 1 Bonds and the 2003 Project Area No. 1 Taxable Bonds, (collectively, the "Refunded Bonds") on a subordinate basis to the 2011 Project Area No. 2 Taxable Bonds, the 2004 Loan Obligation and the 2011 Loan Obligation (collectively, the "Senior Bonds"); and WHEREAS, the Successor Agency deems it necessary and proper to issue tax exempt tax allocation bonds for the purpose of refunding and defeasing the 1998 Project Area No. 1 Bonds, the 1998 Project Area No. 2 Bonds, the 2001 Project Area No. 1 Bonds and the 2002 Project Area No. 2 Bonds, (the "Refunded Tax Exempt Bonds"), all on a basis subordinate to the Senior Bonds; and WHEREAS, the Successor Agency deems it necessary and proper to issue taxable tax allocation refunding bonds to refund and defease the 2003 Project Area No. 1 Taxable Bonds (the "Refunded Taxable Bonds") all on a basis subordinate to the Superior Bonds; and WHEREAS, for the corporate purposes of the Successor Agency, the Successor Agency deems it necessary to issue at this time tax allocation refunding bonds in two series in a total principal amount of approximately one hundred thirty million dollars ($130,000,000) (the "Bonds"), and to irrevocably set aside a portion of the proceeds of such Bonds in a separate segregated trust fund which will be used to refund the outstanding Refunded Bonds of the Prior Agency, to pay costs in connection with the issuance of the Bonds, and to make certain other deposits as required by the Indenture; and WHEREAS, on June 28, 2011, the California Legislature adopted ABxl 26 (the "Dissolution Act") and ABx1 27 (the "Opt -in Bill"); and 124/015610-0135 5660907.3 a09/24/13 -2- WHEREAS, the California Supreme Court subsequently upheld the provisions of the Dissolution Act and invalidated the Opt -in Bill resulting in the La Quinta Redevelopment Agency being dissolved as of February 1, 2012; and WHEREAS, the powers, assets and obligations of the Prior Agency were transferred on February 1, 2012 to the Successor Agency to the La Quinta Redevelopment Agency (the "Successor Agency"); and WHEREAS, on or about June 27, 2012, AB 1484 was adopted as a trailer bill in connection with the 2012-13 California Budget; and WHEREAS, AB 1484 specifically authorizes the issuance of refunding bonds by the Successor Agency to refund the bonds or other indebtedness of the Prior Agency to provide savings to the Successor Agency, provided that (A) the total interest cost to maturity on the refunding bonds plus the principal amount of the refunding bonds shall not exceed the total remaining interest cost to maturity on the bonds to be refunded plus the remaining principal of the bonds to be refunded, and (B) the principal amount of the refunding bonds shall not exceed the amount required to defease the refunded bonds, to establish customary debt service reserves, and to pay related costs of issuance; and WHEREAS, the Successor Agency desires to issue its La Quinta Redevelopment Project Areas No. 1 and 2, Tax Allocation Refunding Bonds, 2013 Series A (the "Series A Bonds") and 2013 Taxable Series B (the "Series B Bonds") (collectively, the "Bonds") for the purpose of refunding the Refunded Bonds, to fund a reserve amount and pay costs of issuance; and 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 hereby certifies 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 valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done or taken. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Successor Agency and the Bonds Escrow Bank agree as follows: SECTION 1. Deposit of Moneys. (a) The Successor Agency hereby deposits with the Bonds Escrow Bank $ , which represents $ of net proceeds of the Bonds to be held in irrevocable escrow by the Bonds Escrow Bank separate and apart from other funds of the Successor Agency and the Bonds Escrow Bank in a fund hereby created and established and to be known as the " Bonds Escrow Fund", and to be applied solely as provided in this Agreement. Such moneys shall be held in cash, uninvested as set forth in Schedule A hereto. 124/015610-0135 5660907.3 a09/24/13 -3- (b) The Bonds Escrow Bank hereby acknowledges receipt of the written opinion of , a firm of independent public accountants, dated , 2013, relating to the sufficiency of the cash deposited pursuant hereto to defease the Refunded Bonds (the "Verification Report"), and the opinion of Rutan & Tucker, LLP, dated , 2013, relating to this Agreement. SECTION 2. Use and Investment of Moneys. The Bonds Escrow Bank acknowledges receipt of the moneys described in Section 1 and agrees: (a) such moneys in an amount equal to $ shall be held in cash uninvested in a separate segregated trust account for the purpose of defeasing the Bonds; and (b) to make the payments required under Section 3(a) hereof at the times set forth in Section 3(a) hereof. SECTION 3. Payment of Refunded Bonds. (a) Payment. The Bonds Escrow Bank shall transfer from the Bonds Escrow Fund to the paying agent for the Bonds (the "Paying Agent") amounts sufficient (i) to pay the principal and interest on the Bonds due on and prior to 2013 and (ii) to redeem on _, 2013 the Bonds. Such transfers shall constitute the respective payments of the principal of and interest on the Bonds and redemption price due from the Successor Agency. (b) Unclaimed Moneys. Any moneys which remain unclaimed for two years after the date such moneys have become due and payable hereunder shall be repaid by the Bonds Escrow Bank to the Successor Agency and deposited by the Successor Agency in the Debt Service Fund. Any moneys remaining in the Bonds Escrow Fund established hereunder after , 2013 (aside from unclaimed monies) of the Bonds which are in excess of the amount needed to pay owners of the Bonds payments of principal and interest and redemption premium, if any, with respect to the Bonds or to pay any amounts owed to the Bonds Escrow Bank shall be immediately transferred by the Bonds Escrow Bank to the Successor Agency and deposited by the Successor Agency in the Debt Service Fund relating to the Bonds. (c) Priority. The holders of the Bonds shall have a first lien on the moneys in the Bonds Escrow Fund which are allowable and sufficient to pay the Bonds until such moneys are used and applied as provided in this Agreement, as verified by the Verification Report. Any cash or securities held in the Bonds Escrow Fund are irrevocably pledged only to the holders of the Bonds. (d) Termination of Obligation. Upon deposit of the moneys set forth in Section 1 hereof with the Bonds Escrow Bank pursuant to the provisions of Section 1 hereof, all obligations of the Successor Agency with respect to the Bonds shall cease and terminate, except only the obligation to make payments therefor from the moneys provided for hereunder. 124/015610-0135 5660907.3 a09/24/13 -4- SECTION 4. Performance of Duties. The Bonds Escrow Bank agrees to perform the duties set forth herein. SECTION 5. Reinvestment. Upon written direction of the Successor Agency, the Bonds Escrow Bank may reinvest any uninvested amounts held as cash under this Agreement in noncallable nonprepayable obligations which are direct obligations issued by the United States Treasury or obligations which are unconditionally guaranteed as to full and timely payment by the United States of America provided (i) the amounts of and dates on which the anticipated transfers from the Bonds Escrow Fund to the Paying Agent for the payment of the principal of, redemption price of, and interest on the Bonds will not be diminished or postponed thereby, (ii) the Bonds Escrow Bank shall receive the unqualified opinion of nationally recognized municipal bond counsel to the effect that such reinvestment will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or the Bonds, (iii) the Bonds Escrow Bank shall receive from a firm of independent certified public accountants a certification that, immediately after such reinvestment, the principal of and interest on obligations in the Bonds Escrow Fund will, together with other cash on deposit in the Bonds Escrow Fund available for such purposes, be sufficient without reinvestment to pay, when due, the principal or redemption price of and interest on the Bonds; and (iv) the Bonds Escrow Bank shall receive an opinion of nationally recognized bond counsel that such reinvestment is permissible under this Agreement. SECTION 6. Indemnity. The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Bonds Escrow Bank and its respective successors, assigns, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Bonds Escrow Bank at any time (whether or not also indemnified against the same by the Successor Agency or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of its Agreement, the establishment hereunder of the Bonds Escrow Fund, the acceptance of the funds and securities deposited therein, and any payment, transfer or other application of moneys or securities by the Bonds Escrow Bank in accordance with the provisions of this Agreement; provided, however, that the Successor Agency shall not be required to indemnify the Bonds Escrow Bank against the Bonds Escrow Bank's own negligence or willful misconduct or the negligent or willful misconduct of the Bonds Escrow Bank's respective successors, assigns, agents and employees or the breach by the Bonds Escrow Bank of the terms of this Agreement. In no event shall the Successor Agency or the Bonds Escrow Bank be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this section. The indemnities contained in this section shall survive the termination of this Agreement. SECTION 7. Responsibilities of the Bonds Escrow Bank. The Bonds 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 Agreement, the establishment of the Bonds Escrow Fund, the acceptance of 124/015610-0135 5660907.3 a09/24/13 -5- the moneys or securities deposited therein, to accomplish the refunding and defeasance of the Bonds or any payment, transfer or other application of moneys or obligations by the Bonds Escrow Bank in accordance with the provisions of this Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Bonds Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statements of the Successor Agency and the Bonds Escrow Bank assumes no responsibility for the correctness thereof. The Bonds Escrow Bank makes no representation as to the sufficiency of the monies deposited to accomplish the refunding and defeasance of the Bonds or to the validity of this Agreement as to the Successor Agency and, except as otherwise provided herein, the Bonds Escrow Bank shall incur no liability with respect thereto. The Bonds Escrow Bank shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Bonds Escrow Bank shall be determined by the express provisions of this Agreement. The Bonds 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 with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Bonds Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Successor Agency. 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 Bonds Escrow Bank will furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions made by the Bonds Escrow Bank hereunder. SECTION 8. [Reserved]. SECTION 9. Irrevocable Instructions as to Notice. The Bonds Escrow Bank hereby acknowledges that upon the funding of the Bonds Escrow Fund as provided in this Agreement, the receipt of the opinions described in Section l (b) of this Agreement and the giving of irrevocable instructions to provide notice as provided in the Irrevocable Instructions and Request to Bonds Escrow Bank attached hereto as Schedule B (constituting all of the conditions precedent to the defeasance of the Bonds), the Bonds shall be paid in accordance with the terms of the Bonds Indenture and all obligations of the Successor Agency with respect to the Bonds shall cease and terminate. SECTION 10. Amendments. This Agreement is made for the benefit of the Successor Agency and the holders from time to time of the Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders, the Bonds Escrow Bank and the Successor Agency; provided, however, but only after the receipt by the Bonds Escrow Bank of an opinion of nationally recognized bond counsel that the exclusion from gross income of interest on the Bonds and the Bonds will not be adversely affected for federal income tax purposes, that the Successor Agency and the Bonds Escrow Bank may, without the consent of, or notice to, such holders, amend this Agreement or enter into such 124/015610-0135 5660907.3 a09/24/13 -6- agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement for any one or more of the following purposes: (i) to cure any ambiguity or formal defect or omission in this Agreement; (ii) to grant to, or confer upon, the Bonds Escrow Bank for the benefit of the holders of the Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Bonds Escrow Bank; and (iii) to include under this Agreement additional funds, securities or properties. The Bonds Escrow Bank shall be entitled to rely conclusively upon an unqualified opinion of nationally recognized municipal bond attorneys with respect to compliance with this Section 10, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section 10. In the event of any conflict with respect to the provisions of this Agreement, this Agreement shall prevail and be binding. SECTION 11. Term. This Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either (i) the date upon which the Bonds has been paid in accordance with this Agreement or (ii) the date upon which no unclaimed moneys remain on deposit with the Bonds Escrow Bank pursuant to Section 3(b) of this Agreement. SECTION 12. Compensation. The Bonds Escrow Bank shall receive its reasonable fees and expenses as previously agreed to; provided, however, that under no circumstances shall the Bonds Escrow Bank be entitled to any lien nor will it assert a lien whatsoever on any moneys or obligations in the Bonds Escrow Fund for the payment of fees and expenses for services rendered by the Bonds Escrow Bank under this Agreement. SECTION 13. Resignation or Removal of Bonds Escrow Bank. (a) The Bonds Escrow Bank may resign by giving notice in writing to the Successor Agency, a copy of which shall be sent to DTC. The Bonds Escrow Bank may be removed (1) by (i) filing with the Successor Agency an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of the Bonds then remaining unpaid, (ii) sending notice at least 60 days prior to the effective date of said removal to DTC, and (iii) the delivery of a copy of the instruments filed with the Successor Agency to the Bonds Escrow Bank or (2) by a court of competent jurisdiction for failure to act in accordance with the provisions of this Agreement upon application by the Successor Agency or the holders of 5% in aggregate principal amount of the Bonds then remaining unpaid. (b) If the position of Bonds Escrow Bank becomes vacant due to resignation or removal of the Bonds Escrow Bank or any other reason, a successor Bonds Escrow Bank may be appointed by the Successor Agency. The holders of a majority in principal amount of the Bonds then remaining unpaid may, by an instrument or instruments filed with the Successor Agency, appoint a successor Bonds Escrow Bank who shall supersede any Bonds Escrow Bank theretofore appointed by the Successor Agency. If no successor Bonds Escrow Bank is appointed by the Successor Agency or the holders of such Bonds then remaining unpaid, within 45 days after any such resignation or removal, the holder of any such Bonds certificate or any retiring Bonds Escrow Bank may apply to a court of competent jurisdiction for the appointment of a successor Bonds Escrow Bank. 124/015610-0135 5660907.3 a09/24/13 -7- The responsibilities of the Bonds Escrow Bank under this Bonds Escrow Agreement will not be discharged until a new Bonds Escrow Bank is appointed and until the cash and investments held under this Bonds Escrow Agreement are transferred to the new Bonds Escrow Bank. 124/015610-0135 5660907.3 a09/24/13 'g' SECTION 14. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Successor Agency or the Bonds Escrow Bank to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void and shall be deemed separate from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 15. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. SECTION 16. Governing Law. This Agreement shall be construed under the laws of the State of California. SECTION 17. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in the city in which is located the principal office of the Bonds Escrow Bank are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Agreement, and no interest shall accrue for the period from and after such nominal date. SECTION 18. Assi _gnment. This Agreement shall not be assigned by the Bonds Escrow Bank or any successor thereto without the prior written consent of the Successor Agency. SECTION 19. Standard & Poor's. The Successor Agency agrees to provide Standard & Poor's, a Division of the McGraw-Hill Companies, 55 Water Street, 45th Floor, New York, New York 10041, prior notice of each amendment entered into pursuant to Section 10 hereof and a copy of such proposed amendment, and to forward a copy (as soon as possible) of (i) each amendment hereto entered into pursuant to Section 10 hereof, and (ii) any action relating to severability or contemplated by Section 14 hereof. SECTION 20. Reorganization of Bonds Escrow Bank. Notwithstanding anything to the contrary contained in this Agreement, any company into which the Bonds Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which the Bonds Escrow Bank is a party, or any company to which the Bonds Escrow Bank may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Bonds Escrow Bank without execution or filing of any paper or any paper or further act, if such company is eligible to serve as Bonds Escrow Bank. [Remainder of Page Intentionally Left Blank] 124/015610-0135 5660907.3 a09/24/13 -9- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers this day of , 2013. ATTEST: Secretary SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY Executive Director U.S. BANK NATIONAL ASSOCIATION, as Bonds Escrow Bank Authorized Officer 124/015610-0135 5660907.3 a09/24/13 - 1 0- SCHEDULE A 124/015610-0135 5660907.3 a09/24/13 -1 1- SCHEDULE B IRREVOCABLE INSTRUCTIONS AND REQUEST TO Bonds TRUSTEE AND Bonds ESCROW BANK WRITTEN REQUEST OF THE SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY TO U.S. BANK NATIONAL ASSOCIATION, REGARDING REDEMPTION NOTICE 1. Successor Agency Certifications In connection with the submission of this written request to U.S. Bank National Association (the " Bonds Trustee"), pursuant to Section of the Indenture of Trust dated as of for Bonds (the " Bonds Indenture"), by and between the Successor Agency to the La Quinta Redevelopment Agency (the "Successor Agency") and U.S. Bank National Association, in connection with the issuance of its $ (the " Bonds"), the undersigned, a duly appointed officer of the Successor Agency, hereby certifies that I have reviewed the Bonds Indenture and the sections thereof relating to the refunding and redemption of the Bonds and I have made an examination of the provisions of the Bonds Indenture and of related facts as is necessary in my opinion in connection with the submission of this written request. 2. Written Request On behalf of the Successor Agency, I hereby inform you that the Successor Agency has irrevocably elected and directed the Bonds Trustee to redeem on _, 2013 the Bonds, under the terms and conditions set forth in the Bonds Indenture, and that, upon deposit of the obligations and moneys required to be deposited by the Successor Agency with U.S. Bank National Association (the " Bonds Escrow Bank") pursuant to that certain Bonds Escrow Agreement dated as of October 1, 2013 between the Successor Agency and the Bonds Escrow Bank and satisfaction of the requirements of Section of the Bonds Indenture which is occurring on the date hereof, the pledge of the Pledged Tax Revenue and all other obligations of the Successor Agency to the owners of the Bonds shall cease and terminate as provided in Section of the Bonds Indenture. I further irrevocably instruct the Bonds Trustee, to do as follows with respect to the Bonds: (a) To send, postage prepaid, via first class United States mail, not less than 30 nor more than 45 days prior to , 2013, with respect to the Bonds, a notice of redemption to the owners of the Bonds. (b) To send, via registered or certified mail or overnight delivery service, not less than 30 nor more than 45 days prior to , 2013, with respect to the Bonds, a notice of redemption of the applicable issue of Bonds, to The Depository Trust Company, 124/015610-0135 5660907.3 a09/24/13 -12- 55 Water Street, New York, New York 10041, in the form and as required by Section of the Bonds Indenture. SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY Executive Director Receipt acknowledged and consented to: U.S. BANK NATIONAL ASSOCIATION, as Trustee Authorized Officer 124/015610-0135 5660907.3 a09/24/13 -13-