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SA Resolution 2020-002 Amended Tax Allocation Refunding Bonds Refinance RESOLUTION NO. SA 2020-002 A FIRST AMENDED AND RESTATED RESOLUTION OF THE SUCCESSOR AGENCY TO LA QUINTA REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE AND SALE OF TAX ALLOCATION REFUNDING BONDS APPROVING THE FORM OF A THIRD SUPPLEMENTAL INDENTURE OF TRUST, PRELIMINARY OFFICIAL STATEMENT, BOND PURCHASE CONTRACT, CONTINUING DISCLOSURE AGREEMENT, ESCROW AGREEMENT, AND RELATED DOCUMENTS 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 (commencing with Section 33000) of Division 24 of the Health and Safety Code of the State of California) (the “Law”), and the powers of the Prior Agency included the power to issue bonds for any of its corporate purposes; 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 No. Area 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 Successor Agency previously issued $97,190,000 aggregate principal amount of the Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area Nos. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Series A (the “2013 Series A Bonds”) pursuant to an Indenture of Trust and a First Supplemental Indenture of Trust each dated as of December 1, 2013 (collectively the “Original Indenture”) ; and Resolution No. SA 2020 – 002 RDA Amended Tax Allocation Refunding Bonds Refinance Adopted: December 15, 2020 Page 2 of 9 WHEREAS, the Successor Agency previously issued $23,055,000 aggregate principal amount of the Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area Nos. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2013 Taxable Series B (the “2013 Series B Bonds” and together with the 2013 Series A Bonds, the “2013 Bonds”) pursuant to the Original Indenture; and WHEREAS, the Successor Agency previously issued $65,600,000 aggregate principal amount of the Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area Nos. 1 and 2, Tax Allocation Refunding Bonds, 2014 Series A (the “Senior Bonds”) pursuant to an Indenture of Trust dated as of June 1, 2014 (the “Senior Indenture”); and WHEREAS, the Successor Agency previously issued $35,055,000 aggregate principal amount of the Successor Agency to the La Quinta Redevelopment Agency, La Quinta Redevelopment Project Area Nos. 1 and 2, Subordinate Tax Allocation Refunding Bonds, 2016 Taxable Series A (the “2016 Bonds”) pursuant to the Original Indenture and a Second Supplemental Indenture of Trust dated as of October 1, 2016; and WHEREAS, the Successor Agency has determined that it is cost effective and efficient to refund and defease in their entirety the 2013 Bonds and the Senior Bonds (collectively the “Refunded Bonds”); and WHEREAS, the Successor Agency deems it necessary and proper to issue taxable tax allocation refunding bonds to refund and defease 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 a principal amount of not to exceed One Hundred Sixty Million Dollars ($160,000,000) (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, to pay costs in connection with the issuance of the Bonds, and to make certain other deposits as required by the Original Indenture (defined herein) as amended and supplemented by a Third Supplemental Indenture of Trust; 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 Resolution No. SA 2020 – 002 RDA Amended Tax Allocation Refunding Bonds Refinance Adopted: December 15, 2020 Page 3 of 9 thereof and interest and redemption premium (if any) thereon, the Successor Agency wishes to approve the issuance of the Bonds and authorize the execution and delivery of the Third Supplemental Indenture of Trust; and WHEREAS, pursuant to Section 34179 of the Redevelopment Dissolution Law in Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) of Division 24 of the Health and Safety Code of the State of California (the “Dissolution Law”), an oversight board (the “Oversight Board”) has been established for the Successor Agency and the Successor Agency will have requested that the Oversight Board approve the issuance of the Bonds by the Successor Agency, as authorized by Section 34177.5(f) of the Dissolution Law; 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 Original Indenture as amended and supplemented by the Third Supplemental Indenture of Trust a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done or taken; and WHEREAS, the Successor Agency wishes at this time to approve all matter relating to the issuance and sale of the Bonds. WHEREAS, the City Council on behalf of the Successor Agency has previously approved a Debt Management Policy which complies with Government Code Section 8855, and the delivery of the Bonds will be in compliance with said policy; and WHEREAS, Section 5852.1 of the California Government Code, which became effective on January 1, 2018, enacted pursuant to Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the California Legislature), requires that the Successor Agency obtain from an underwriter, municipal advisor or private lender and disclose, in a meeting open to the public, prior to authorization of the issuance of the Bonds, good faith estimates of (a) the true interest cost of the Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity of the Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Bonds; and Resolution No. SA 2020 – 002 RDA Amended Tax Allocation Refunding Bonds Refinance Adopted: December 15, 2020 Page 4 of 9 WHEREAS, in compliance with Section 5852.1 of the California Government Code, the Successor Agency has prepared, with the assistance of the Underwriter, the required good faith estimates and such estimates are included as Exhibit A to this Resolution; and WHEREAS, this Resolution amends and restates Resolution No. 2020- 001 adopted by the Successor Agency on October 6, 2020. NOW, THEREFORE, BE IT RESOLVED, by the Successor Agency to the La Quinta Redevelopment Agency as follows: SECTION 1. The Third Supplemental Indenture of Trust, by and between the Successor Agency and U.S. Bank National Association, dated as of February 1, 2021, in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein (the “Third Supplemental Indenture”), is hereby approved. An Authorized Representative, as defined below, is hereby authorized and directed to execute and deliver to Third Supplemental Indenture in the form presented at this meeting with such changes insertions and omissions as may be requested by Bond Counsel and approved by the Authorized Representative, said execution being conclusive evidence of such approval. SECTION 2. Subject to the provisions of the Third Supplemental Indenture referred to in Section 1 hereof, the issuance of the Bonds in the aggregate principal amount of not to exceed One Hundred Sixty Million Dollars ($160,000,000) on the terms and conditions set forth in, and subject to the limitations specified in, the Third Supplemental Indenture, is hereby authorized and approved. The Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the form, will be subject to redemption, and will be as otherwise provided in the Third Supplemental Indenture, as the same will be completed as provided in this Resolution. The proceeds of the sale of the Bonds shall be applied as provided in the Third Supplemental Indenture. SECTION 3. The Bond Purchase Contract (the “Bond Purchase Contract”) between the Successor Agency and Hilltop Securities Inc. (the “Underwriter”), in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, is hereby approved. An Authorized Representative is hereby authorized and directed to execute the Bond Purchase Contract in the form presented at this meeting with such changes, insertions and omissions as may be approved by the Authorized Representative, said execution being conclusive evidence of such approval; Resolution No. SA 2020 – 002 RDA Amended Tax Allocation Refunding Bonds Refinance Adopted: December 15, 2020 Page 5 of 9 provided, however, that the Bond Purchase Contract shall be signed only if the terms of the agreement are such that (i) the existing indebtedness is not accelerated, except to the extent necessary to achieve substantially level debt service, (ii) the principal amount of the Bonds will not exceed the amount required to finance the refunding of the Refunded Bonds and including establishing a customary debt service reserve fund and paying related costs of issuance, (iii) the Underwriter’s Discount not including original issue discount, shall not exceed three-quarters percent (.750%) of the par value of the Bonds; and (iv) the Bonds will comply with the provisions of the State Dissolution Act and the City’s Debt Management Policy. The Preliminary Official Statement relating to the Bonds (the “Preliminary Official Statement”), in the form presented and on file with the Secretary, is hereby approved. An Authorized Representative is hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to cause the Preliminary Official Statement in substantially said form, with such additions or changes therein as the Authorized Representative may approve, to be deemed final for the purposes of Rule 15c2-12 of the Securities and Exchange Act of 1934 (“Rule 15c2-12”). The Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the Bonds in substantially the form hereby approved, together with such additions thereto and changes therein as are determined necessary by the Authorized Representative to make the Preliminary Official Statement final as of its date for purposes of Rule 15c2-12, including, but not limited to, such additions and changes as are necessary to make all information set forth therein accurate and not misleading. SECTION 4. The preparation and delivery of an Official Statement, and its use by the Successor Agency and the Underwriter, in connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be requested by Bond Counsel or the Underwriter and approved by on Authorized Representative, as defined below, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Representative is hereby authorized and directed to execute the final Official Statement and any amendment or supplement thereto, in the name of and on behalf of the Successor Agency, and thereupon ta cause the final Official Statement and any such amendment or supplement to be delivered to the Underwriter. SECTION 5. The form of the Continuing Disclosure Agreement in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, is hereby approved. The Authorized Representative is hereby authorized and directed to execute and deliver the Resolution No. SA 2020 – 002 RDA Amended Tax Allocation Refunding Bonds Refinance Adopted: December 15, 2020 Page 6 of 9 Continuing Disclosure Agreement(s) in the form presented at this meeting with such changes, insertions and omissions as may be requested by Bond Counsel and approved by the Authorized Representative, said execution being conclusive evidence of such approval. SECTION 6. The form of the Escrow Agreement, by and between the Successor Agency, and U.S. Bank National Association, in substantially the form submitted at this meeting and made a part hereof as though set forth in full herein, is hereby approved. An Authorized Representative, as defined below, is hereby authorized and directed to execute and deliver the Escrow Agreement relating to each of the series of Refunded Bonds in the general form presented at this meeting with such changes, insertions and omissions as may be requested by Bond Counsel and approved by the Executive Director, said execution being conclusive evidence of such approval. SECTION 7. The Chair of the Successor Agency, the Executive Director of the Successor Agency, the Secretary of the Successor Agency, their written designee, and any other proper officer of the Successor Agency (“Authorized Representative”), acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents and instruments, relating to the Bonds, and each series thereof, and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by the Original Indenture, the Third Supplemental Indenture, the Bond Purchase Contract, the Preliminary Official Statement, the Continuing Disclosure Agreement, the Escrow Agreement, this Resolution and any such agreements approved by Bond Counsel. SECTION 8. U.S. Bank National Association is hereby appointed as Trustee and Escrow Bank, Rutan & Tucker, LLP is hereby appointed as Bond Counsel, Nixon Peabody LLP ls hereby appointed as Disclosure Counsel. Harrell & Company Advisors, LLC is hereby appointed as Municipal Advisor and the Executive Director of the Successor Agency is authorized to execute contracts for any or all such services pursuant to proposals on file with the Executive Director, and Willdan Financial Services is hereby appointed as Dissemination Agent and the Executive Director of the Successor Agency is authorized to execute contracts for any or all such services pursuant to proposals on file with the Executive Director. SECTION 9. The Successor Agency is hereby authorized to recover its costs of issuance with respect to the Bonds, including staff time and costs. SECTION 10. This Resolution shall take effect immediately upon its adoption. Resolution No. SA 2020 – 002 RDA Amended Tax Allocation Refunding Bonds Refinance Adopted: December 15, 2020 Page 8 of 9 EXHIBIT A SB 450 GOOD FAITH ESTIMATES The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Successor Agency by Hilltop Securities, Inc. (the “Underwriter”). Principal Amount of the Bonds. The Underwriter has informed the Successor Agency that, based on the Successor Agency’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $157,470,000 (the “Estimated Principal Amount”). True Interest Cost of the Bonds. The Underwriter has informed the Successor Agency that, assuming that the respective Estimated Principal Amount of the Bonds are sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 2.135%. Finance Charge of the Bonds. The Underwriter has informed the Successor Agency that, assuming that the Estimated Principal Amount of the Bonds are sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $1,364,750. Amount of Proceeds to be Received. The Underwriter has informed the Successor Agency that, assuming that the Estimated Principal Amount of the Bonds are sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Successor Agency for sale of the Bonds, less the finance charge of the Bonds as estimated above, paid or funded with proceeds of the Bonds, is $156,100,900. Total Payment Amount. The Underwriter has informed the Successor Agency that, assuming that the Estimated Principal Amount of the Bonds are sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Successor Agency will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described Resolution No. SA 2020 – 002 RDA Amended Tax Allocation Refunding Bonds Refinance Adopted: December 15, 2020 Page 9 of 9 above, not paid with the respective proceeds of the Bonds, calculated to the final maturity of the Bonds, is $179,059,600 and the annual ongoing costs to administer the Bonds not paid with proceeds of the Bonds is $5,000.00. The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates on December 1, 2020. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds sold being different from the respective Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the Successor Agency’s financing plan, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the Successor Agency based on various factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Successor Agency.