Cathedral City City Council
April 24, 2024

CATHEDRAL CITY SUCCESSOR AGENCY LONG-RANGE PROPERTY MANAGEMENT PLAN

Asset 19: 68-600 – 68-618 East Palm Canyon Drive
Vacant Lot / Land

Parcel Data
Address 68-600 – 68-618 East Palm Canyon Drive
APN 687-475-001
Lot Size 1.818 acres
Use Vacant Lot / Land
Zoning Mixed Use Commercial
Current Title Cathedral City Redevelopment Agency

Acquisition & Valuation Information
Purchase Date 9/24/1996
Purchase Price $1,378,781
Purpose Blight Remediation
Estimate of Current
Value $326,000
Method of Valuation Fair market value

Revenues Generated by Property & Contractual Requirements City / Successor Agency
Lease Agreement This property does not generate revenues.

Overview of Environmental Contamination, Remediation Efforts and Other Deficiencies
None This property does not have a history of environmental contamination.

Transit-Oriented Development & Advancement of Agency Planning Objectives Potential for TOD Not applicable
Agency Planning
Objectives Market and offer for sale (liquidate)

Recommendation for Disposition
Liquidate This property will be sold as part of Cathedral City’s B -1 Civic Center Block.

Staff Report
City Council
Item No. 5.F
Meeting Date: April 24, 2024
From: Kevin Biersack, Financial Services Director
Title: Fiscal Year (FY) 2023/2024 & 2024/2025 Operating Budget Adjustments
RECOMMENDATION:

To review the fiscal year (FY) 2023/2024 budget reallocations and approve the FY 2024/2025 recurring budget adjustments.

BACKGROUND:

The City of Cathedral City utilizes a biennial budget process – two separate, one-year budgets during the same approval cycle. Doing so has proven to be a good, effective strategy for these reasons:
•Cost and time savings reducing staff preparation time, •Allows more time for program review and analysis of expenditures, •More conducive to long-term strategic planning, forecasting and analysis/results of decisions and
•De-politicize the budget process by adopting biennial budgets in non-election years.

DISCUSSION:

Fiscal Year (FY) 2023/2024 is year one of the City’s current biennial budget. With the aftermath and rising costs resulting from the COVID-19 pandemic and the impact from Tropical Storm Hilary in August 2023, we have experienced a varying degree of budget reallocations.

A. Proposed General Fund FY 2023/2024 Budget Reallocation With unutilized funds from the Tropical Storm Hilary debris cleanup totaling $2,881,349. The following items have been identified as budget reallocations in FY 2023/2024 totaling $1,658,927, comprised of $1,262,927 for one-time and $396,000 for recurring expenditures.

The one-time cost items include the cash out of final leave balances for a long-term employee, additional contract services needed by the Building Department, and payment of the PERS UAL for Tiers 2 and 3. These costs can be authorized by the City Manager and/or Financial Services Director to reallocate the unused funds.

B. Recurring General Fund Increases to FY 2024/2025
The following items totaling $396,000 will also be budget adjustments in FY 2024/2025 from the FY 2023/2024 recurring costs listed above.

These items have been previously approved and are included in the FY 2024/2025 projection.

Fire Ambulance Operator Overtime 250,000$
Homeless Camp Cleanup 70,000
Art in Public Places 60,000
Citywide Meetings & Employee Appreciation 16,000
396,000$
Recurring Costs
FY 2024/2025 Budget Adjustments
In addition, the items listed below are currently planned for Council discussion and action in the upcoming fiscal year.

As items are identified, we plan to bring potential budget adjustments for discussion and approval in the fall of 2024.

FUND BALANCE PROJECTIONS
With the City’s current Biennial Budget (FY 2023/2024 and FY 2024/2025) and previously approved budget adjustments, General Fund financial data is provided below with the associated projected Fund Balance “Savings Account” reserves for this budget cycle:

FISCAL IMPACT:

A budget adjustment in the amount of $687,927 for FY 2023/2024 in the Insurance Fund (612) for the PERS UAL payment and $396,000 for FY 2024/2025 for recurring costs comprised of:

Expenditure Account Amount
Fire Ambulance Operator Overtime 100-300-330-334-8010-8013- 250,000 Homeless Camp Cleanup 100-400-410-411-8300-8301- 70,000 Art in Public Places 100-500-510-513-8300-8xxx- 60,000 Citywide Meetings & Employee Appreciation 100-900-910-911-8700-8701- 16,000 General Fund Impact Total $396,000
FIVE-YEAR STRATEGIC PLAN:

Goal C: Fiscal Stability and Sustainability
Objective: Cathedral City has economically prospered by facilitating investment of private dollars in high quality development which benefits the community. We remain financially solvent by instituting prudent fiscal policies and transparent financial practices.

ATTACHMENTS:

None
1 4
3 Staff Report
City Council
Item No. 5.G
Meeting Date: April 24, 2024
From: Kevin Biersack, Financial Services Director
Title: Refunding of Successor Agency 2014A and 2014B Tax Allocation Bonds
RECOMMENDATION:

To adopt a resolution and authorize certain actions of the Successor Agency to the Redevelopment Agency of the City of Cathedral City authorizing the issuance of tax allocation revenue refunding bonds and approving indentures, bond purchase agreements, escrow agreements, a preliminary official statement and a continuing disclosure agreement.

BACKGROUND:

The Redevelopment Agency of the City of Cathedral City (the “Predecessor Agency”) adopted redevelopment plans for Cathedral City Redevelopment Project Area No. 1, Cathedral City Redevelopment Project Area No. 2 and Cathedral City Redevelopment Project Area No. 3, each located within the City of Cathedral City (the “City”). Thereafter, on September 27, 2006, Cathedral City Redevelopment Project Area No. 1, Cathedral City Redevelopment Project Area No. 2 and Cathedral City Redevelopment Project Area No. 3 were merged to create a merged redevelopment project area (the “Merged Redevelopment Project Area”).

To finance projects within the Merged Redevelopment Project Area, the Predecessor Agency caused the Cathedral City Public Financing Authority (the “Authority”) to issue several series of tax allocation revenue bonds (the “Authority Bonds”), payable from amounts received from the Predecessor Agency pursuant to its:
•2000A Merged Redevelopment Project Area Bonds,
•2000B Merged Redevelopment Project Area Bonds,
•2002A Merged Redevelopment Project Area and Project Area No. 3 Bonds, •2004A Project Area No. 3 Bonds,
•2004B Project Area No. 3 Taxable Bonds,
•2007A Merged Redevelopment Project Area Bonds,
•2007B Merged Redevelopment Project Area Bonds, and
1 4
3 •2007C Merged Redevelopment Project Area Subordinate Bonds (collectively, the “Predecessor Agency Obligations”).

On June 28, 2011, the California Legislature adopted ABx1 26 to, inter alia, dissolve existing redevelopment agencies, including the Predecessor Agency. In accordance with the legislation, the Predecessor Agency was dissolved on February 1, 2012 and the Successor Agency was initially formed pursuant to Resolution No. 2011-133 of the City Council, adopted on May 25, 2011, and such formation was reaffirmed pursuant to Resolution No. 2012-153 of the City Council, adopted on January 12, 2012.

On June 27, 2012, AB 1484 was adopted and specifically authorizes the issuance of refunding bonds by the Successor Agency under the authority of Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California and provides in Section 34177.5(a)(1) of the Health and Safety Code that “[t]he successor agency may pledge to the refunding bonds or other indebtedness the revenues pledged to the bonds or other indebtedness being refunded, and that pledge, when made in connection with the issuance of such refunding bonds or other indebtedness, shall have the same lien priority as the pledge of the bonds or other obligations to be refunded, and shall be valid, binding and enforceable in accordance with its terms.” Section 34177.5(g) of the Health and Safety Code states any bonds approved under this section will be seen as debt taken on by the dissolved redevelopment agency – as if the bonds had been issued before June 29, 2011, following all the old rules under the Community Redevelopment Law.

On October 15, 2014, the Successor Agency refinanced the Series 2000A, Series 2002A and 2004A Predecessor Agency Obligations to achieve debt service savings and caused the issuance of several series of tax allocation revenue bonds:
•2014A Merged Redevelopment Project Area Bonds,
•2014B Merged Redevelopment Project Area Housing Bonds, and •2014C Merged Redevelopment Project Area Taxable Bonds (collectively, the “Successor Agency Obligations”).

On January 21, 2021, the Successor Agency refinanced the Series 2004B, 2007A and 2007B Predecessor Agency Obligations to achieve debt service savings and caused the issuance of several series of tax allocation revenue bonds:
•2021A Merged Redevelopment Project Area Bonds,
•2021B Merged Redevelopment Project Area Housing Bonds, and •2021C Merged Redevelopment Project Area Subordinate Bonds. 1 4
3 The following table summarizes the outstanding Successor Agency obligations to be refunded.

Table 1. Outstanding Obligations for Refunding
Bond
Series
Bond
Balance
(FY 2024/25)
Term
(Fiscal Year Ending)
2014A $25,295,000 2015-2035
2014B $9,865,000 2015-2034
Per direction provided by City Council at the March 27, 2024 Study Session, the minimum savings target for the Refunding Bonds is set at 5.00%. As of April 9, 2024, savings is estimated to be 6.58% with an all-in true interest cost of 3.56%.

DISCUSSION:

Given the favorable interest rate market conditions, the Successor Agency can achieve debt service savings and provide assistance to local taxing entities through the refunding or prepayment of either all or a portion of the Successor Agency Obligations Series 2014A and Series 2014B Bonds.

Based on market conditions as of April 9, 2024, the total gross savings in annual debt service payments are estimated at $2.74 million, and present value savings estimated at $2.3 million or 6.58%. In accordance with the City's debt policy, a minimum savings level of 3.00% is required to proceed with a refunding.

Timing of Refunding Bonds
The financing will take approximately 3-4 months to issue the Refunding Bonds, and provided below are the key milestones to complete the financing. If at any time in the schedule below where staff determines the 5% minimum savings target is not achievable, the refunding will be paused or abandoned.
•March 27, 2024, City Council Study Session approving moving forward with refunding (Prior Action)
•April 24, 2024, Successor Agency Approval (Tonight’s Action) •April 25, 2024, Agenda Deadline for County Oversight Board Meeting •May 16, 2024, County Oversight Board Approval
•May 17, 2024, Dept of Finance (DOF) Request Submission •June 10, 2024, Rating Presentation
•June 13, 2024, Receive DOF Approval
•June 14, 2024, Receive Rating
•June 25, 2024, Bond Sale
•July 11, 2024, Bond Closing
1 4
3 Successor Agency Bond Resolution
The Successor Agency Resolution approves the issuance of the Refunding Bonds in the not to exceed amount of $35,000,000 and determines there are public benefits and savings to the Successor Agency from the issuance of the Bonds and the refunding of the Predecessor Agency Obligations. The Successor Resolution authorizes the execution of the following documents:

Preliminary Official Statement. This document is used by the Successor Agency to describe the bond financing and matters material to investors' decision to buy the Refunding Bonds, including certain risks. This document will be completed with the final terms of the Refunding Bonds and interest rates when sold to the underwriter at pricing and become the final Official Statement.

Indentures. These documents provide the covenants and conditions for the Refunding Bonds and the duties of the trustee to the owners of the Refunding Bonds. It supplies the federal tax covenants to assure tax exemption of interest, as applicable, and, after pricing, will contain the final maturities and interest rates for the Refunding Bonds. Each Series of Bonds has a separate Indenture.

Continuing Disclosure Agreement. This document requires the Successor Agency to provide certain financial information and operating data relating to the Successor Agency and notices of the occurrences of certain enumerated events to be filed with the Municipal Securities Rulemaking Board to assist the underwriter in complying with Rule 15c2-12 of the Securities and Exchange Commission.

Bond Purchase Agreements. This is a form of agreement for the purchase of the Refunding Bonds from the Successor Agency by the underwriter. It will require completion to show the final pricing items. Each Series of Bonds has a separate Bond Purchase Agreement.

Escrow Agreements. This is a form of agreement between the Successor Agency and the Trustee acting as Escrow Agent for the Successor Agency Obligations and specify the terms and conditions to provide for the payment and redemption of the outstanding Successor Agency Obligations. Each Series of Bonds has a separate Escrow Agreement. 1 4
3 FISCAL IMPACT:

The estimated annual savings for the City's share allocated to the General Fund is roughly

16.33%, excluding redevelopment, while the remaining 83.67% will be passed on to our other taxing entities. Additionally, the City's share of tax revenues will gradually rise over time as Redevelopment Tax Allocation Bonds mature.

Table 2. Estimated Gross Annual Savings*

Maturity
Date
Prior
Debt
Service
New
Debt
Service

Total
Savings
Estimated
City’s Share
of Savings
8/1/2025 $4,504,500 $4,217,833 $286,667 $46,813
8/1/2026 4,505,250 4,222,750 282,500 46,132
8/1/2027 4,513,750 4,230,500 283,250 46,255
8/1/2028 4,509,250 4,225,750 283,500 46,296
8/1/2029 4,507,000 4,228,750 278,250 45,438
8/1/2030 4,506,500 4,223,750 282,750 46,173
8/1/2031 4,497,250 4,215,750 281,500 45,969
8/1/2032 4,504,250 4,219,500 284,750 46,500
8/1/2033 3,221,250 2,934,000 287,250 46,908
8/1/2034 1,937,250 1,748,250 189,000 30,864
Total $41,206,250 $38,466,833 $2,739,417 $447,347
*Based on interest rates as of April 9, 2024.

FIVE-YEAR STRATEGIC PLAN:

Goal C: FISCAL STABILITY and SUSTAINABILITY
Objective: Cathedral City has economically prospered by facilitating investment of private dollars in high quality development which benefits the community. We remain financially solvent by instituting prudent fiscal policies and transparent financial practices.

ATTACHMENTS:
1) Authorizing Resolution - Cathedral City - 2024 TARBs 2) Preliminary Official Statement - Cathedral City 2024 TARBs 1 4
3 3) Indenture 2024A - Cathedral City 2024 TARBs
4) Indenture 2024B - Cathedral City 2024 TARBs
5) Continuing Disclosure Agreement - Cathedral City 2024 TARBs 6) Bond Purchase Agreement - Cathedral City 2024 TARBs Series A 7) Bond Purchase Agreement - Cathedral City 2024 TARBs Series B 8) Escrow Agreement - Cathedral City 2024 TARBs Series A 9) Escrow Agreement - Cathedral City 2024 TARBs Series B 61268159.4
1 RESOLUTION NO. _______

A RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT

AGENCY OF THE CITY OF CATHEDRAL CITY AUTHORIZING THE

ISSUANCE OF TAX ALLOCATION REVENUE REFUNDING BONDS AND

APPROVING INDENTURES, BOND PURCHASE AGREEMENTS, A

PRELIMINARY OFFICIAL STATEMENT, A CONTINUING DISCLOSURE AGREEMENT; AND AUTHORIZING CERTAIN ACTIONS RELATING

THERETO
WHEREAS, the Redevelopment Agency of the City of Cathedral City (the “Predecessor 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 “Health and Safety Code”), and the powers of the Predecessor Agency included the power to issue bonds and enter into obligations for any of its corporate purposes; and
WHEREAS, redevelopment plans for the Cathedral City Redevelopment Project Area No. 1, Cathedral City Redevelopment Project Area No. 2 and Cathedral City Redevelopment Project Area No. 3 in the City of Cathedral City, California (the “City”) were each adopted in compliance with all applicable legal requirements; and
WHEREAS, thereafter the Cathedral City Redevelopment Project Area No. 1, Cathedral City Redevelopment Project Area No. 2 and Cathedral City Redevelopment Project Area No. 3 were merged together on September 27, 2006, to create a merged redevelopment project area (the “Redevelopment Project Area”); and
WHEREAS, in 2000, the Authority issued $12,311,000.40 of 2000 Tax Allocation Revenue Bonds, Series A (Cathedral City Merged Redevelopment Projects) (the “2000 Authority Bonds”), which such bonds were secured by a loan agreement, dated as of April 1, 2000 (the “2000 Loan Agreement”), by and between the Authority and the Predecessor Agency; WHEREAS, in 2002, the Authority issued $24,220,000 of 2002 Tax Allocation Revenue Bonds, Series A (Cathedral City Redevelopment Projects) (the “2002 Authority Bonds”), which were secured by two separate loan agreements, each dated as of December 1, 2002 (the “2002 Loan Agreements”), by and between the Authority and the Predecessor Agency; WHEREAS, in 2002, the Authority issued $22,820,000 of 2002 Tax Allocation Revenue Bonds, Series D (Cathedral City Housing Redevelopment Projects) (the “Prior Authority Housing Bonds”), which were secured by a loan agreement, dated as of October 1, 2002 (the “Predecessor Agency Housing Obligations”), by and between the Authority and the Predecessor Agency; and
WHEREAS, in 2004, the Authority issued $21,370,000 of 2004 Tax Allocation Revenue Bonds, Series A (Cathedral City Merged Redevelopment Project Area) (the “2004A Authority Bonds), which such bonds were secured by a series of bonds issued by the Predecessor Agency (the “2004A Predecessor Agency Bonds”);
WHEREAS, in 2005, the Authority issued $13,000,000 of 2005 Tax Allocation Revenue Bonds, Series A (Cathedral City Redevelopment Projects) (the “2005 Bonds” and, together with 61268159.4 2
the 2000 Authority Bonds, the 2002 Authority Bonds and the 2004A Authority Bonds, the “Prior Authority Non-Housing Bonds,” and the Prior Authority Non-Housing Bonds together with the Prior Authority Housing Bonds shall be referred to as the “Prior Authority Bonds”), which such bonds were secured by two separate bond issues of the Predecessor Agency (the “2005 Predecessor Agency Bonds” and, together with the 2000 Loan Agreement, 2002 Loan Agreements, 2004A Predecessor Agency Bonds, the “Predecessor Agency Tax-Exempt Non- Housing Obligations,” and the Predecessor Agency Tax-Exempt Non-Housing Obligations together with the Predecessor Agency Housing Obligations shall be referred to as the “Predecessor Agency Obligations”);
WHEREAS, on June 28, 2011, the California Legislature adopted ABx1 26 to, inter alia, dissolve existing redevelopment agencies, including the Predecessor Agency; and WHEREAS, the California Supreme Court substantially upheld the provisions of ABx1 26 on December 29, 2011, resulting in the dissolution of the Predecessor Agency on February 1, 2012; and
WHEREAS, in anticipation of such dissolution, the Successor Agency to the Redevelopment Agency of the City of Cathedral City (the “Successor Agency”) was formed pursuant to Resolution No. 2011-133 of the City Council, adopted on May 25, 2011, and such formation was reaffirmed pursuant to Resolution No. 2012-153 of the City Council, adopted on January 12, 2012; and
WHEREAS, on June 27, 2012, AB 1484 was adopted and specifically authorizes the issuance of refunding bonds by the Successor Agency under the authority of Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California and provides in Section 34177.5(a)(1) of the Health and Safety Code that “[t]he successor agency may pledge to the refunding bonds or other indebtedness the revenues pledged to the bonds or other indebtedness being refunded, and that pledge, when made in connection with the issuance of such refunding bonds or other indebtedness, shall have the same lien priority as the pledge of the bonds or other obligations to be refunded, and shall be valid, binding and enforceable in accordance with its terms”; and WHEREAS, Section 34177.5(g) of the Health and Safety Code provides that “[a]ny bonds . . . authorized by [Section 34177.5] shall be considered indebtedness incurred by the dissolved redevelopment agency, with the same legal effect as if the bonds . . . had been issued, incurred, or entered into prior to June 29, 2011, in full conformity with the applicable provisions of the Community Redevelopment Law that existed prior to that date . . .” (emphasis added); and
WHEREAS, to achieve debt service savings and therefor assist the local taxing entities, the Successor Agency issued its Tax Allocation Revenue Refunding Bonds, Series 2014A (Merged Redevelopment Project Area) (the “2014A Bonds”), in the initial aggregate principal amount of $46,140,000 and currently outstanding in the principal amount of $25,295,000, and Tax Allocation Housing Revenue Refunding Bonds, Series 2014B (Merged Redevelopment Project Area) (the “2014B Bonds”), in the initial aggregate principal amount of $15,630,000 and currently outstanding in the principal amount of $9,865,000, to prepay certain Predecessor Agency Obligations; and
WHEREAS, the Successor Agency desires to achieve debt service savings and therefor assist the local taxing entities by refunding all or a portion of the 2014A Bonds and the 2014B 61268159.4 3
Bonds (the 2014A Bonds and the 2014B Bonds selected for refunding referred to herein as the “Refunded Bonds”) through the issuance of its Tax Allocation Revenue Refunding Bonds (Merged Redevelopment Project Area) in one or more series (collectively, the “Bonds”) through a public or private sale; and
WHEREAS, the issuance of the Bonds will comply with the provisions of Section 34177.5(a)(1) of the Health and Safety Code; and WHEREAS, Government Code Section 5821.1 requires that the governing body of a public body obtain from an underwriter, financial advisor or private lender and disclose, prior to authorizing the issuance of bonds with a term of greater than 13 months, good faith estimates of the following information in a meeting open to the public: (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
NOW THEREFORE, the Board resolves, determines and orders as follows:

Section 1. Findings. The Board of the Successor Agency (the “Board”) hereby finds and determines that the recitals hereto are true and correct.

Section 2. Indentures. To prescribe the terms and conditions upon which the Bonds are to be issued, secured, executed, authenticated and held, one or more Indentures are proposed to be executed and delivered by the Successor Agency and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), in substantially the forms on file with the Secretary, copies of which have been made available to the Board, are hereby approved, and any of the Executive Director of the Successor Agency, the Chief Financial Officer of the Successor Agency, or their respective designees (each an “Authorized Representative”) are hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to execute, and the Secretary is authorized to attest and deliver the respective Indentures to the Trustee in substantially such forms, with such changes (including, without limitation, changes relating to the issuance of a municipal bond insurance policy and/or a surety bond for a debt service reserve fund, or such changes as may be requested by a rating agency providing a rating on the Bonds) as may be approved by any Authorized Representative, acting on behalf of the Successor Agency, such execution thereof to constitute conclusive evidence of the approval of the Successor Agency of all changes from the forms of the Indentures presented to this meeting.

Section 3. Bond Purchase Agreements. The forms of Bond Purchase Agreements proposed to be executed and entered into by and between the Successor Agency and Raymond James & Associates, Inc., as the Underwriter for the Bonds (the “Underwriter”), in substantially the forms on file with the Secretary, copies of which have been made available to the Board, are hereby approved, and any Authorized Representative is hereby authorized and directed, for and in the name of and on behalf of the Successor Agency, to execute and deliver one or more Bond Purchase Agreement in substantially such form, with such changes as may be approved by any Authorized Representative, acting on behalf of the Successor Agency, such execution thereof to constitute conclusive evidence of the approval of the Successor Agency of all changes from the forms of the Bond Purchase Agreement presented to this meeting; 61268159.4 4
provided, that the net present value savings with respect to the refunding effected by the Bonds shall be not less than 5.00%; provided further that the following parameters are satisfied: (a) annual debt service on the Bonds of each series must be lower than annual debt service on the Refunded Bonds being refunded by such series during every year such Bonds will be outstanding, (b) debt service payment dates with respect to the Bonds of a series must be August 1 and February 1, and (c) the final maturity of the Bonds of a series shall not exceed the final maturity of the Refunded Bonds being refunded by such series. For any series of Bonds, the underwriter’s discount shall not exceed 0.65%.

Section 4. Preliminary Official Statement. The Board hereby approves the Preliminary Official Statement (the “Preliminary Official Statement”) substantially in the form on file with the Secretary, a copy of which has been made available to the Board, with such changes therein as an Authorized Representative may determine necessary. The Board authorizes any Authorized Representative to deem the Preliminary Official Statement to be final within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended, subject to completion of those items permitted by such Rule. Any Authorized Representative is hereby authorized and directed to execute and deliver a final Official Statement in substantially the form of the Preliminary Official Statement hereby approved, with such additions thereto and changes therein as are consistent with this Resolution and approved by an Authorized Representative, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby authorized to distribute the Preliminary Official Statement in the form deemed final and the Official Statement.

Section 5. Continuing Disclosure Agreement. The form of Continuing Disclosure Agreement proposed to be executed and entered into by and between the Successor Agency and Willdan Financial Services, in substantially the form on file with the Secretary, a copy of which has been made available to the Board, is hereby approved, and any Authorized Representative is hereby authorized and directed, for and in the name of and on behalf of the Successor Agency, to execute and deliver the Continuing Disclosure Agreement in substantially such form, with such changes as may be approved by any Authorized Representative, acting on behalf of the Successor Agency, such execution thereof to constitute conclusive evidence of the approval of the Successor Agency of all changes from the form of the Continuing Disclosure Agreement presented to this meeting.

Section 6. Escrow Agreements. The forms of Escrow Agreements proposed to be executed and entered into by and between the Successor Agency and Computershare Trust Company, N.A., in substantially the forms on file with the Secretary, copies of which have been made available to the Board, are hereby approved, and any Authorized Representative is hereby authorized and directed, for and in the name of and on behalf of the Successor Agency, to execute and deliver the Escrow Agreements in substantially such forms, with such changes as may be approved by any Authorized Representative, acting on behalf of the Successor Agency, such execution thereof to constitute conclusive evidence of the approval of the Successor Agency of all changes from the forms of the Escrow Agreements presented to this meeting.

Section 7. Refunding and Payment Approved. The Board hereby approves the issuance and delivery of the Bonds in an aggregate principal amount not to exceed $35,000,000 in one or more series, subject to the provisions of Section 3 hereof. The refunding of the Refunded Bonds is hereby authorized and approved. Any Authorized Representative is hereby authorized on behalf of the Successor Agency to purchase federal securities acceptable to Bond Counsel and authorized for the Refunded Bonds, including non-callable State and Local 61268159.4 5
Government Series obligations of the United States of America issued by the Bureau of Public Debt and/or certain direct obligations of the United States of America purchased on the open market, in such amounts, maturing at such times and bearing such rates of interest as shall be necessary to pay when due the Refunded Bonds as provided in the Escrow Agreements delivered in connection with the refunding, and to take such other action he or she may deem necessary or appropriate to effectuate the purchase of such obligations.

Section 8. Determinations by the Oversight Board. The Successor Agency requests that the Countywide Oversight Board for the County of Riverside (the “Oversight Board”) make the following determinations upon which the Successor Agency will rely in undertaking the refunding proceedings and the issuance, sale, and delivery of the Bonds:
(a) The Successor Agency is authorized, as provided in Section 34177.5(f), to recover its costs related to the issuance of the Bonds from the proceeds of the Bonds, including the cost of reimbursing the City of Cathedral City for administrative staff time spent with respect to the authorization, issuance, sale and delivery of the Bonds; (b) The application of proceeds of the Bonds by the Successor Agency to the refunding and defeasance of the Refunded Bonds, as well as to the payment by the Successor Agency of all costs of issuance of the Bonds, as provided in Section 34177.5(a), shall be implemented by the Successor Agency promptly upon sale and delivery of the Bonds, and, notwithstanding Section 34177.3 or any other provision of law to the contrary, no further approval of the Oversight Board, the California Department of Finance, the County Auditor-Controller or any other person or entity other than the Successor Agency shall be required;
(c) The Successor Agency shall be entitled to receive its full “Administrative Cost Allowance” as defined and described under Section 34181(a)(3) without any deductions with respect to continuing costs related to the Bonds, such as trustee’s fees, auditing and fiscal consultant fees and continuing disclosure and rating agency costs (collectively, “Continuing Costs of Issuance”), and such Continuing Costs of Issuance shall be payable from property tax revenues pursuant to Section 34183. In addition and as provided by Section 34177.5(f), if the Successor Agency is unable to complete the issuance of the Bonds for any reason, the Successor Agency shall, nevertheless, be entitled to recover its costs incurred with respect to the refunding proceedings from such property tax revenues pursuant to Section 34183 without reduction in its Administrative Cost Allowance.

Section 9. Approval of Certain Financing Team Members. The Successor Agency hereby approves the appointment of (a) Norton Rose Fulbright US LLP, to provide Bond Counsel and Disclosure Counsel services in connection with the Bonds, (b) Fieldman, Rolapp & Associates, to provide services as Municipal Advisor in connection with the Bonds, (c) Raymond James & Associates, Inc. as Underwriter for the Bonds, (d) HdL Coren & Cone, to provide services as Redevelopment Fiscal Consultant in connection with the Bonds, (e) The Bank of New York Mellon Trust Company, N.A., as Trustee in connection with the Bonds, and (f) Willdan Financial Services, as Dissemination Agent.

Section 10. Good Faith Estimates. In accordance with Government Code Section 5821.1, good faith estimates of the following are set forth on Exhibit A attached hereto:
(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 61268159.4 6
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.

Section 11. General Authorization. Each Authorized Representative and any other officer of the Successor Agency is hereby authorized to execute and deliver any and all agreements (including, but not limited to, investment agreements, bond insurance, reserve fund surety policies, private placement agreement, or investment agreements), documents, certificates and instruments and to do and cause to be done any and all acts and things deemed necessary or advisable for carrying out the transactions contemplated by this Resolution, including revising series designations. Such actions heretofore taken by such officers or their designees are hereby ratified, confirmed and approved.

Section 12. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.
[Remainder of page intentionally left blank.]
61268159.4
7 PASSED and ADOPTED at a regular meeting of the Successor Agency to the Redevelopment Agency of the City of Cathedral City on this 24th day of April 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

Chairperson of the Successor Agency
to the Redevelopment Agency of
the City of Cathedral City
Attest:

Secretary of the Successor Agency
to the Redevelopment Agency of
the City of Cathedral City
61268159.4

STATE OF CALIFORNIA )

COUNTY OF RIVERSIDE ) SS

CITY OF CATHEDRAL CITY )
I, Tracey R. Hermosillo, Secretary for the Successor Agency to the Redevelopment Agency of the City of Cathedral, California, do hereby certify that the foregoing Resolution No. _____ was duly and regularly adopted at a regular meeting of the City Council of the City of Cathedral City, held on the 24th day of April 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

Secretary
61268159.4
A-1

EXHIBIT A

GOOD FAITH ESTIMATES
The following information was obtained from Fieldman, Rolapp & Associates, Inc. (the “Municipal Advisor”) with respect to the Successor Agency to the Cathedral City Redevelopment Agency Tax Allocation Revenue Refunding Bonds, Series 2024A and Series 2024B (the “2024 Bonds”) approved in the attached Resolution, and is provided in compliance with Government Code Section 5821.1 with respect to the 2024 Bonds:

1.True Interest Cost of the 2024 Bonds. Assuming an aggregate principal amount of $30,180,000 of the 2024 Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the true interest cost of the 2024 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 2024 Bonds, is

3.22%.

2.Finance Charge of the 2024 Bonds. Assuming an aggregate principal amount of $30,180,000 of the 2024 Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the finance charge of the 2024 Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the 2024 Bonds), is $721,657, as follows:
a) Underwriters’ Discount $ 196,170
b) Credit Enhancement 192,334
Debt Service Reserve Fund Surety 57,763
c) Bond and Disclosure Counsel Fees and
Disbursements
110,000
d) Municipal Advisor Fees and Disbursements 49,500
Redevelopment Fiscal Consultant 25,000
e) Rating Agency Fees 38,000
f) Other Expenses 52,890
Total $721,657

3.Amount of Proceeds to be Received. Assuming an aggregate principal amount of $30,180,000 of the 2024 Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a 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 2024 Bonds described in 2 above and any reserves or capitalized interest paid or funded with proceeds of the 2024 Bonds, is $32,285,600.

4.Total Payment Amount. Assuming an aggregate principal amount of $30,180,000 of the 2024 Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a 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 2024 Bonds plus the finance charge of the 2024 Bonds described in paragraph 2 above not paid with the proceeds of the 2024 Bonds, calculated to the final maturity of the 2024 Bonds, is $38,466,833.
61268159.4 A-2
Attention is directed to the fact that the foregoing information constitutes good faith estimates only. The actual interest cost, finance charges, amount of proceeds and total payment amount may vary from the estimates above due to variations from these estimates in the timing of 2024 Bonds sales, the amount of 2024 Bonds sold, the amortization of the 2024 Bonds sold and market interest rates at the time of each sale. The date of sale and the amount of 2024 Bonds sold will be determined by the Successor Agency based on need for escrow funds and other factors. The actual interest rates at which the 2024 Bonds will be sold will depend on the bond market at the time of each sale. The actual amortization of the 2024 Bonds will also depend, in part, on market interest rates at the time of sale. Market interest rates are affected by economic and other factors beyond the Successor Agency’s control. The Successor Agency has approved the issuance of the 2024 Bonds with a minimum net present value savings of

5.00%.

Norton Rose Fulbright US LLP Draft of 4/10/24
This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY OFFICIAL STATEMENT DATED [_______] 2024
NEW ISSUE—BOOK-ENTRY 2024A Bonds: S&P: “[__]”
2024B Bonds: S&P: “[__]”
(See “Ratings” Herein)
In the opinion of Norton Rose Fulbright US LLP, Los Angeles, California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming compliance with certain covenants in the documents pertaining to the Bonds and requirements of the Internal Revenue Code of 1986, as described herein, interest on the Bonds is not included in the gross income of the owners thereof for federal income tax purposes. In the further opinion of Bond Counsel, interest on the Bonds is not treated as an item of tax preference for purposes of the federal alternative minimum tax on individuals. Bond Counsel is also of the opinion that, under existing law, interest on the Bonds is exempt from personal income taxes of the State of California. See “TAX MATTERS” herein. $[A PAR AMOUNT]*

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF

CATHEDRAL CITY
Tax Allocation Revenue Refunding Bonds,
Series 2024A
(Merged Redevelopment Project Area)
$[B PAR AMOUNT]*

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF

CATHEDRAL CITY
Tax Allocation Housing Revenue Refunding Bonds,
Series 2024B
(Merged Redevelopment Project Area)
Dated: Delivery Date Due: August 1, as shown on the inside cover The Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Revenue Refunding Bonds, Series 2024A (Merged Redevelopment Project Area) (the “2024A Bonds”) and the Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Housing Revenue Refunding Bonds, Series 2024B (Merged Redevelopment Project Area) (the “2024B Bonds” and, together with the 2024A Bonds, the “Bonds”) are being issued by the Successor Agency to the Redevelopment Agency of the City of Cathedral City (the “Successor Agency”).

The 2024A Bonds are being issued to (a) refund and defease the Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Revenue Refunding Bonds, Series 2014A (Merged Redevelopment Project Area) (the “2014A Bonds”), maturing on or after August 1, 2025 (the “Refunded 2014A Bonds”) and (b) pay the costs of issuance of the 2024A Bonds. The 2024B Bonds are being issued to (a) refund and defease the Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Housing Revenue Refunding Bonds, Series 2014B (Merged Redevelopment Project Area) (the “2014B Bonds”), maturing on or after August 1, 2025 (the “Refunded 2014B Bonds”) and (b) pay the costs of issuance of the 2024B Bonds.

The 2024A Bonds will be issued under an Indenture, dated as of July 1, 2024 (the “2024A Indenture”), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The 2024B Bonds will be issued under an Indenture, dated as of July 1, 2024 (the “2024B Indenture” and, together with the 2024A Indenture, the “Indentures”), by and between the Successor Agency and the Trustee.

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. Principal on the Bonds is due annually on August 1 of each year, commencing August 1, 2024, and interest on the Bonds is due semiannually on February 1 and August 1 of each year, commencing August 1, 2024, payable by the 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 not subject to redemption prior to maturity. See “THE BONDS” herein.

This cover page contains certain information for general reference only. It is not a summary of the security or terms of this issue. Investors must read this entire Official Statement to obtain information essential to making an informed investment decision with respect to the Bonds.

The 2024A Bonds 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, from 2024A Pledged Tax Revenues and 2024A Surplus Housing Tax Revenues. The 2024B Bonds 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, from 2024B Pledged Housing Tax Revenues and 2024B Surplus Non-Housing Tax Revenues. See “SECURITY AND SOURCES OF PAYMENTS FOR THE BONDS” herein. The Bonds, interest thereon and premium, if any, are not a debt of the City of Cathedral City, California (the “City”), the County of Riverside, California (the “County”), the State of California (the “State”) or any of its political subdivisions (except the Successor Agency), and none of the City, the County, the State nor any of its political subdivisions (except the Successor Agency) is liable thereon. The Bonds, interest thereon and premium, if any, are not payable out of any funds or properties other than those pledged pursuant to the Indentures. Neither the members of the Successor Agency Board, the Oversight Board, nor any persons executing the Bonds is liable personally on the Bonds by reason of their issuance.

The Bonds are offered, when, as and if issued and accepted by the Underwriter, subject to the approval of validity by Norton Rose Fulbright US LLP, Los Angeles, California, Bond Counsel to the Successor Agency. Certain legal matters will be passed on for the Successor Agency by Norton Rose Fulbright US LLP, Los Angeles, California, Disclosure Counsel. Certain legal matters will be passed * Preliminary, subject to change.
on for the Underwriter by Best Best & Krieger LLP, Los Angeles, California, Underwriter’s Counsel. It is anticipated that the Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about ______, 2024.

RAYMOND JAMES
Dated: _________, 2024.

MATURITY SCHEDULES
$[A PAR AMOUNT]*

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY
Tax Allocation Revenue Refunding Bonds, Series 2024A
(Merged Redevelopment Project Area)
Maturity Date
(August 1)
Principal
Amount
Interest
Rate Yield Price
CUSIP†
(Base 14916Y)
$ % %
* Preliminary, subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the Successor Agency or the Underwriter and are included solely for the convenience of the holders of the 2024A Bonds.

Neither the Successor Agency nor the Underwriter is responsible for the selection or use of these CUSIP numbers and no representation is made as to their correctness on the 2024A Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the 2024A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of the 2024A Bonds. $[B PAR AMOUNT]*

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY
Tax Allocation Housing Revenue Refunding Bonds, Series 2024B (Merged Redevelopment Project Area)
Maturity Date
(August 1)
Principal
Amount
Interest
Rate Yield Price
CUSIP†
(Base 14916Y)
$ % %
* Preliminary, subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the Successor Agency or the Underwriter and are included solely for the convenience of the holders of the 2024B Bonds.

Neither the Successor Agency nor the Underwriter is responsible for the selection or use of these CUSIP numbers and no representation is made as to their correctness on the 2024B Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the 2024B Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of the 2024B Bonds.

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY

BOARD OF DIRECTORS
Mark Carnevale, Chair
Nancy Ross, Vice-Chair
Rita Lamb, Member
Ernesto Gutierrez, Member
Raymond Gregory, Member

SUCCESSOR AGENCY STAFF
Charlie McClendon, Executive Director
Kevin J. Biersack, Financial Services Director
Tracey Hermosillo, Secretary

SPECIAL SERVICES
Municipal Advisor
Fieldman, Rolapp & Associates, Inc.

Irvine, California
Bond and Disclosure Counsel
Norton Rose Fulbright US LLP
Los Angeles, California
Trustee
The Bank of New York Trust Company, N.A.

Los Angeles, California
Redevelopment Fiscal Consultant
HdL Coren & Cone
Diamond Bar, California
Verification Agent
Causey Demgen & Moore P.C.

Denver, Colorado

TABLE OF CONTENTS
Page
i
INTRODUCTION ...............................................................................................................................................1 General....................................................................................................................................................1 Authority for Issuance.............................................................................................................................1 Purpose and Application of Proceeds .....................................................................................................1 The City and the Successor Agency .......................................................................................................2 The Redevelopment Plan and the Merged Redevelopment Project Area...............................................3 Security for the Bonds.............................................................................................................................3 Special Obligations .................................................................................................................................6 Reserve Accounts....................................................................................................................................6 Further Information.................................................................................................................................6 PLAN OF REFUNDING .....................................................................................................................................7 ESTIMATED SOURCES AND USES OF FUNDS ...........................................................................................8 2024A BONDS DEBT SERVICE SCHEDULE ...............................................................................................10 2024B BONDS DEBT SERVICE SCHEDULE ...............................................................................................11 THE BONDS .....................................................................................................................................................14 Authority for Issuance...........................................................................................................................14 Description of the Bonds.......................................................................................................................14 Book-Entry System...............................................................................................................................14 No Redemption Prior to Maturity .........................................................................................................14 No Parity Bonds Other than Refunding Bonds.....................................................................................14 THE DISSOLUTION ACT ...............................................................................................................................15 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.................................................................16 Tax Allocation Financing......................................................................................................................16 Sources of Payment for the 2024A Bonds............................................................................................16 2024A Pledged Tax Revenues ..............................................................................................................17 2024A Surplus Housing Tax Revenues ................................................................................................18 Outstanding Successor Agency Non-Housing Indebtedness ................................................................18 Summary of Outstanding Non-Housing Indebtedness..........................................................................18 Sources of Payment for the 2024B Bonds ............................................................................................20 2024B Surplus Non-Housing Tax Revenues ........................................................................................21 Outstanding Successor Agency Housing Indebtedness ........................................................................21 Surplus Tax Revenues...........................................................................................................................21 Recognized Obligation Payment Schedules .........................................................................................22 Revenue Fund, Reserve Fund and Reserve Accounts...........................................................................23 Tax Sharing Agreements and Statutory Pass-Through Payments ........................................................25 Supremacy of Statutory Lien ................................................................................................................26 Elimination of Housing Set-Aside ........................................................................................................26 Riverside County Auditor-Controller ...................................................................................................26 Certain Covenants of the Successor Agency ........................................................................................27 THE SUCCESSOR AGENCY TO THE CATHEDRAL CITY REDEVELOPMENT AGENCY .................29 Members and Officers...........................................................................................................................29 Successor Agency Powers ....................................................................................................................30

TABLE OF CONTENTS
(continued)
Page
ii
MERGED REDEVELOPMENT PROJECT AREA .........................................................................................32 General Description ..............................................................................................................................32 Project Area No. 1.................................................................................................................................32 Project Area No. 2.................................................................................................................................32 Project Area No. 3.................................................................................................................................33 Merged Redevelopment Project Area - Assessed Value Information .................................................33 Redevelopment Projects........................................................................................................................34 Largest Tax Payers................................................................................................................................35 Tax Rates...............................................................................................................................................36 Appeals..................................................................................................................................................36 Historical Assessed Valuation and Tax Increment Revenues...............................................................37 Projected Taxable Valuation and Pledged Tax Revenues ....................................................................38 Estimated Debt Service Coverage.........................................................................................................40 RISK FACTORS................................................................................................................................................42 Reduction in Taxable Value..................................................................................................................42 Risks to Real Estate Market..................................................................................................................42 Reduction in Inflationary Rate..............................................................................................................43 Development Risks ...............................................................................................................................43 Levy and Collection of Taxes ...............................................................................................................44 State Budget Issues; Changes in State Law ..........................................................................................44 Recognized Obligation Payment Schedule ...........................................................................................45 Bankruptcy and Foreclosure .................................................................................................................45 Estimated Revenues ..............................................................................................................................45 Hazardous Substances...........................................................................................................................45 Natural Disasters...................................................................................................................................46 Public Health Emergencies ...................................................................................................................46 Changes in the Law...............................................................................................................................47 Investment Risk.....................................................................................................................................47 Cybersecurity ........................................................................................................................................47 Secondary Market .................................................................................................................................47 PROPERTY TAXATION IN CALIFORNIA ...................................................................................................48 Property Tax Collection Procedures .....................................................................................................48 Unitary Property....................................................................................................................................49 Article XIIIA of the State Constitution.................................................................................................50 Appropriations Limitation – Article XIIIB...........................................................................................51 Articles XIIIC and XIIID of the State Constitution..............................................................................51 Proposition 87 .......................................................................................................................................51 Appeals of Assessed Values .................................................................................................................51 Proposition 8 .........................................................................................................................................52 Propositions 218 and 26........................................................................................................................53 Future Initiatives ...................................................................................................................................53 TAX MATTERS................................................................................................................................................53 UNDERWRITING.............................................................................................................................................56 MUNICIPAL ADVISOR...................................................................................................................................56

TABLE OF CONTENTS
(continued)
Page
iii
VERIFICATION OF MATHEMATICAL ACCURACY.................................................................................56 LITIGATION.....................................................................................................................................................56 LEGALITY FOR INVESTMENT IN CALIFORNIA ......................................................................................56 RATINGS ..........................................................................................................................................................57 CONTINUING DISCLOSURE.........................................................................................................................57 APPROVAL OF LEGAL PROCEEDINGS......................................................................................................57 EXECUTION AND DELIVERY ......................................................................................................................58 APPENDIX A-1 – SUMMARY OF CERTAIN PROVISIONS OF THE 2024A INDENTURE ...............A-1-1 APPENDIX A-2 – SUMMARY OF CERTAIN PROVISIONS OF THE 2024B INDENTURE................A-2-1 APPENDIX B – FORMS OF BOND COUNSEL OPINIONS........................................................................B-1 APPENDIX C – BOOK-ENTRY SYSTEM ....................................................................................................C-1 APPENDIX D – FORM OF CONTINUING DISCLOSURE AGREEMENT ...............................................D-1 APPENDIX E – SUCCESSOR AGENCY PRIVATE-PURPOSE TRUST FUND – JUNE 30, 2023............E-1 APPENDIX F – STATE DEPARTMENT OF FINANCE APPROVAL LETTER.........................................F-1 APPENDIX G – SUPPLEMENTAL INFORMATION – CITY OF CATHEDRAL CITY ...........................G-1 APPENDIX H – FISCAL CONSULTANT’S REPORT .................................................................................H-1

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
The information set forth herein has been obtained from the Successor Agency and other sources believed to be reliable. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Estimates and opinions are included and should not be interpreted as statements of fact. Summaries of documents do not purport to be complete statements of their provisions. No dealer, broker, salesperson or any other person has been authorized by the Successor Agency or the Underwriter to give any information or to make any representations other than those contained in this Official Statement in connection with the offering contained herein and, if given or made, such information or representations must not be relied upon as having been authorized by the Successor Agency or the Underwriter.

This Official Statement does not constitute an offer to sell or solicitation of an offer to buy, nor shall there be any offer or solicitation of such offer or any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change without notice, and neither delivery of this Official Statement nor any sale of the Bonds made thereafter shall under any circumstances create any implication that there has been no change in the affairs of the Successor Agency or in any other information contained herein, since the date hereof.

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.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR

EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER

MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS, INSTITUTIONAL INVESTORS AND

OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ABOVE, AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER.

This Official Statement, including any supplement or amendment hereto, is intended to be deposited with the Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access (“EMMA”) website.

The City maintains a website with information pertaining to the Successor Agency. However, the information presented therein is not part of this Official Statement and should not be relied upon in making investment decisions with respect to the Bonds.

FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements.” Such statements are generally identifiable by the terminology used, such as “plan,” “project,” “expect,” “anticipate,” “intend,” “believe,” “estimate,” “budget” or other similar words.

The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Successor Agency does not plan to issue any updates or revisions to those forward-looking statements if or when its expectations or events, conditions or circumstances on which such statements are based occur.

OFFICIAL STATEMENT
$[A PAR AMOUNT]*

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF

CATHEDRAL CITY
Tax Allocation Revenue Refunding Bonds,
Series 2024A
(Merged Redevelopment Project Area)
$[B PAR AMOUNT]*

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF

CATHEDRAL CITY
Tax Allocation Housing Revenue Refunding Bonds,
Series 2024B
(Merged Redevelopment Project Area)

INTRODUCTION
General
This Official Statement, including the cover page and appendices hereto, sets forth certain information in connection with the sale by the Successor Agency to the Redevelopment Agency of the City of Cathedral City (the “Successor Agency”) of its $[A PAR AMOUNT]* Tax Allocation Revenue Refunding Bonds, Series 2024A (Merged Redevelopment Project Area) (the “2024A Bonds”) and $[B PAR AMOUNT] * Tax Allocation Housing Revenue Refunding Bonds, Series 2024B (Merged Redevelopment Project Area) (the “2024B Bonds” and, together with the 2024A Bonds, the “Bonds”).

Authority for Issuance
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 of the State of California (the “Bond Law”) and 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 “Redevelopment Law”). The 2024A Bonds are being issued pursuant to an Indenture, dated as of July 1, 2024 (the “2024A Indenture”), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The 2024B Bonds are being issued pursuant to an Indenture, dated as of July 1, 2024 (the “2024B Indenture”), by and between the Successor Agency and the Trustee. The 2024A Indenture and the 2024B Indenture are hereinafter collectively referred to as the “Indentures” or, individually, as applicable, an “Indenture.” All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in APPENDIX A-1 – “SUMMARY OF CERTAIN PROVISIONS OF THE 2024A INDENTURE” and APPENDIX A-2 – “SUMMARY OF CERTAIN PROVISIONS OF THE 2024B INDENTURE” or, if not defined therein, shall have the meanings assigned to such terms in the respective Indenture.

Purpose and Application of Proceeds
The 2024A Bonds are being issued to (a) refund and defease the Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Revenue Refunding Bonds, Series 2014A (Merged Redevelopment Project Area) (the “2014A Bonds”), maturing on or after August 1, 2025 (the “Refunded 2014A Bonds”) and (b) pay the costs of issuance of the 2024A Bonds.

The 2024B Bonds are being issued to (a) refund and defease the Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Housing Revenue Refunding Bonds, * Preliminary, subject to change.
2 Series 2014B (Merged Redevelopment Project Area) (the “2014B Bonds”), maturing on or after August 1, 2025 (the “Refunded 2014B Bonds”) and (b) pay the costs of issuance of the 2024B Bonds.

See “ESTIMATED SOURCES AND USES OF FUNDS” AND “PLAN OF REFUNDING.” The City and the Successor Agency
The City of Cathedral City (the “City”) is located in Riverside County (the “County”) located in the Coachella Valley, which is 115 miles southeast of downtown Los Angeles. The City was incorporated in 1981 and covers approximately 22 square miles and had an estimated population of more than 51,000 as of January 2023. The City is bordered by the City of Palm Springs to the west, the City of Rancho Mirage to the south and east, and an unincorporated area of the County to the north and northeast. The City operates as a general law city under the council-manager form of government. There are four city council members and a separately-elected mayor (the “Mayor”). The Mayor is elected for a two-year term. The four council members are elected at large for alternating four-year terms; two each two-year election cycle. See APPENDIX G – “SUPPLEMENTAL INFORMATION – The City of Cathedral City” attached hereto. The Redevelopment Agency of the City of Cathedral City (the “Predecessor Agency”) was established December 2, 1981 by the City Council of the City (the “City Council”) pursuant to 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”). The provisions of AB X1 26 provided for the dissolution of all redevelopment agencies. The provisions of AB X1 27 permitted redevelopment agencies to avoid dissolution by the payment of certain amounts. 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 Predecessor 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, collectively, the “Dissolution Act”).

In anticipation of the dissolution of the Predecessor Agency, the City Council, pursuant to Resolution No. 2011-133, adopted on May 25, 2011, elected to serve as successor agency (the “Successor Agency”) to the Predecessor Agency. On January 12, 2013, pursuant to Resolution No. 2012-153 and Section 34173 of the Dissolution Act, the City Council reaffirmed its election to serve as the Successor Agency. Subdivision (g) of Section 34173 of the Dissolution Act, added by AB 1484, expressly affirms that the Successor Agency is a separate public entity from the City, that the two entities shall not merge, and that the liabilities of the Predecessor Agency will not be transferred to the City nor will the assets of the Predecessor Agency become assets of the City. The Successor Agency received its finding of completion from the State Department of Finance on April 17, 2013.
3 The Redevelopment Plan and the Merged Redevelopment Project Area The City Council adopted a redevelopment plan (the “Project Area No. 1 Redevelopment Plan”) for Redevelopment Project Area No. 1 (“Project Area No. 1”) pursuant to Ordinance No. 39, adopted on November 29, 1982. The City Council adopted a redevelopment plan (the “Project Area No. 2 Redevelopment Plan”) for Redevelopment Project Area No. 2 (“Project Area No. 2”) pursuant to Ordinance No. 61 on November 29, 1983. The redevelopment plan (the “Project Area No. 3 Redevelopment Plan”) for Redevelopment Project Area No. 3 (“Project Area No. 3”) was approved by Ordinance No. 91 enacted by the City Council of the City on November 30, 1984.

Project Area No. 1, pursuant to Ordinance No. 472 with respect to Project Area No. 1, adopted by the City Council of the City on January 28, 1998, was merged with Project Area No. 2, pursuant to Ordinance No. 473 with respect to Project No 2, adopted by the City Council of the City on January 28, 1998, to form a merged project area (the “Merged Project Area (No. 1 and No. 2)”). The City Council approved the merger of Merged Project Area (No. 1 and No. 2) with Project Area No. 3 (the “Merged Project Area”) and adopted a redevelopment plan for the Merged Redevelopment Project Area (the “Redevelopment Plan”) pursuant to Ordinance No. 624 adopted on September 27, 2006. Assessed valuations in the Merged Redevelopment Project Area are subject to numerous risks which could result in decreases from those reported for Fiscal Year 2013-14. See “RISK FACTORS.”
Security for the Bonds
The Dissolution Act requires the Riverside County Auditor-Controller (the “County Auditor- Controller”) to determine the amount of property taxes that would have been allocated to the Predecessor Agency had the Predecessor 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 Successor Agency established and held by the County Auditor-Controller (the “Redevelopment Property Tax Trust Fund”).

The Dissolution Act authorizes the issuance of refunding bonds, including the Bonds under the respective Indentures. The Bonds are secured by a pledge and lien created by Section 34177.5(g) of the Dissolution Act on monies deposited from time to time in the Redevelopment Property Tax Trust Fund of the Successor Agency held by the County Auditor-Controller, 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, the Successor Agency must remit, from time to time, directly to the Trustee the amount of 2024A Pledged Tax Revenues, or 2024B Pledged Housing Tax Revenues, as applicable, to make the deposits required by the Indentures to pay debt service on the applicable series of Bonds and to replenish the applicable Reserve Funds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” The Dissolution Act provides that bonds authorized thereunder to be issued by the Successor 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 Successor 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. Section 34177.5(g) of the Dissolution Act provides that the Bonds shall also “be secured by a pledge of, and lien on, and shall be repaid from monies deposited from time to time in the Redevelopment Property Tax Trust Fund.” The Dissolution Act provides that any bonds authorized thereunder to be issued by the Successor Agency will be considered indebtedness incurred by the dissolved Predecessor Agency, with the same lien 4 priority and legal effect as if the bonds had been issued prior to the 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 Successor Agency’s Recognized Obligation Payment Schedule. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Recognized Obligation Payment Schedule” herein.

The City has agreed to subordinate its statutory pass-through payments that are required to be made by the Successor Agency to certain taxing agencies, including the City, pursuant to sections 33607.5 or 33607.7 of the Health and Safety Code (“Statutory Pass-Through Payments”) to the payment of debt service on the Bonds. With the exception of the Statutory Pass-Through Payments to be made to the City, the Successor Agency has not sought, and does not intend to seek, to subordinate amounts payable by the Successor Agency pursuant to sections 33607.5 or 33607.7 of the Health and Safety Code to the payment of debt service on the Bonds.

Taxes levied on the property within the Merged Redevelopment Project Area 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 Merged Redevelopment Project Area, to the extent they constitute 2024A Pledged Tax Revenues or 2024B 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 Successor Agency’s Redevelopment Obligation Retirement Fund on January 2 and June 1 of each year to the extent required for payments listed in the Successor Agency’s Recognized Obligation Payment Schedule in accordance with the requirements of the Dissolution Act. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Recognized Obligation Payment Schedule” herein. Monies deposited by the County Auditor-Controller into the Successor Agency’s Redevelopment Obligation Retirement Fund will be transferred by the Successor Agency to the Trustee for deposit in the Debt Service Fund established under the applicable Indenture and administered by the Trustee in accordance with such Indenture.

Certain Definitions under the 2024A Indenture Relating to the Security for the 2024A Bonds “2024A Pledged Tax Revenues” means all taxes annually allocated to the Successor Agency with respect to the Redevelopment Project Area pursuant to Article 6 of Chapter 6 (commencing with section 33670) of the Health and Safety Code and section 16 of Article XVI of the Constitution of the State and other applicable State laws and as provided in the Redevelopment Plan, including (a) all payments, subventions and reimbursements (if any) to the Successor Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations, and (b) all amounts of such taxes which prior to the adoption of the Dissolution Act were required to be deposited into the Predecessor Agency low and moderate income housing fund in any Fiscal Year pursuant to Section 33334.3 of the Redevelopment Law, but only to the extent permitted under the Redevelopment Law to be applied to the payment of the principal of, premium (if any) and interest on the 2024A Bonds and any Parity Non-Housing Debt; but (i) excluding all other amounts which prior to the adoption of the Dissolution Act were required to be deposited into the Predecessor Agency low and moderate income housing fund pursuant to Sections 33334.2, 33334.3 and 33334.6 of the Redevelopment Law, to the extent required to pay debt service on the obligations payable from amounts which prior to the adoption of the Dissolution Act were required to be deposited into the Predecessor Agency low and moderate income housing fund, (ii) excluding amounts payable by the State to the Successor Agency under and pursuant to the provisions of Chapter 1.5 of Part 1 of Division 4 of Title 2 (commencing with Section 16110) of the Government Code of the State, and (iii) excluding amounts payable which are required to be paid to any other public agency under Article 6 of Chapter 6 (commencing with section 33607.5 and 33607.7) of the Health and Safety Code or under agreement between the Successor Agency and such public agency, except and to the extent that any amounts so payable are payable on a basis subordinate to the payment of the 2024A Bonds, Existing Non-Housing Debt and any additional Parity Non-Housing Debt, as applicable. 5 “Parity Non-Housing Debt” means, any bonds, notes, loans, advances or other indebtedness payable by the Successor Agency on a parity with the 2024A Bonds pursuant to the 2024A Indenture, and includes Existing Non-Housing Debt (as herein after defined) (with the exception of the Successor Agency to the Redevelopment Agency of the City of Cathedral City Subordinate Taxable Tax Allocation Revenue Refunding Bonds, Series 2021C (Merged Redevelopment Project Area) (the “Subordinate 2021C Bonds”)). “2024A Surplus Housing Tax Revenues” means tax revenues allocable to the Successor Agency for payment of enforceable obligations pursuant to a Recognized Obligation Payment Schedule on deposit in or credited to the Redevelopment Property Tax Trust Fund that are not required to be deposited under an indenture for debt service on Existing Housing Debt or replenishment of any debt service reserve for Existing Housing Debt.

Following the issuance of the 2024B Bonds and the refunding and defeasance of the Refunded 2014B Bonds, “Existing Housing Debt” will mean
(i) the 2024B Bonds;
(i) the 2014B Bonds maturing on August 1, 2024;
(iii) the Successor Agency to the Redevelopment Agency of the City of Cathedral City Taxable Tax Allocation Housing Revenue Refunding Bonds, Series 2014C (Merged Redevelopment Project Area) (the “2014C Bonds”); and
(iv) any obligation of the Successor Agency that, prior to the Dissolution Act, would have been payable from amounts deposited in the Predecessor Agency’s low and moderate income housing fund.

Certain Definitions under the 2024B Indenture Relating to the Security for the 2024B Bonds “2024B Pledged Housing Tax Revenues” means annually not less than twenty percent (20%) of all taxes allocated from the Merged Redevelopment Project Area and allocated to the Successor Agency pursuant to Article 6 of Chapter 6 (commencing with section 33670) of the Health and Safety Code and Section 16 of Article XVI of the Constitution of the State of California. 2024B Pledged Housing Tax Revenues shall not include any amounts payable to the Successor Agency pursuant to Section 16112.7 of the California Government Code.
“2024B Surplus Non-Housing Tax Revenues” means tax revenues allocable to the Successor Agency for payment of enforceable obligations pursuant to a Recognized Obligation Payment Schedule on deposit in or credited to the Redevelopment Property Tax Trust Fund that are not required to be deposited under an indenture for debt service on Existing Non-Housing Debt or replenishment of any debt service reserve for Existing Non-Housing Debt.

Following the issuance of the 2024A Bonds and the refunding of the Refunded 2014A Bonds, “Existing Non-Housing Debt” will mean the outstanding
(i) 2024A Bonds;
(ii) 2000 First Merged Project Area Loan Agreement (as hereinafter defined); (iii) Agency 2007B Merged Redevelopment Project Area Taxable Bonds (as hereinafter defined); (iv) 2014A Bonds maturing on August 1, 2024;
6 (v) Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Revenue Refunding Bonds, Series 2021A (Merged Redevelopment Project Area) (the “2021A Bonds”);
(v) Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Revenue Refunding Bonds, Series 2021B (Federally Taxable) (Merged Redevelopment Project Area) (the “2021B Bonds”);
(vi) the Subordinate 2021C Bonds; and
(vii) any obligations of the Successor Agency payable from amounts received by the Successor Agency that are not Pledged Housing Tax Revenues.

See the table titled “ Summary of Outstanding Non-Housing Indebtedness” under the heading “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS -- Outstanding Successor Agency Non- Housing Indebtedness.”
At times in this Official Statement, the 2024A Pledged Tax Revenues and the 2024B Pledged Housing Tax Revenues may be collectively referred to herein as the “Pledged Tax Revenues.” Special Obligations
The Bonds 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, from the respective Pledged Tax Revenues and other funds. The Bonds, interest thereon and premium, if any, are not a debt of the City, the County, the State or any of its political subdivisions (except the Successor Agency), and none of the City, the County, the State nor any of its political subdivisions (except the Successor Agency) is liable thereon. The Bonds, interest thereon and premium, if any, are not payable out of any funds or properties other than those set forth in the respective Indenture. Neither the members of the Successor Agency Board, the Oversight Board, the County Board of Supervisors nor any persons executing the Bonds is liable personally on the Bonds by reason of their issuance.

Reserve Accounts
To secure the payment of the principal of and interest on the Bonds, a Reserve Account for each series of Bonds is established in each Indenture, in an amount equal to the respective initial Reserve Requirement. “Reserve Requirement” means, with respect to each series of Bonds, as of each calculation date, an amount equal to the least of (i) Maximum Annual Debt Service on all Outstanding Bonds of such series, (ii) 10% of the initial offering price to the public of the Bonds of such series as determined under the Code, or (iii) 125% of the average Annual Debt Service as of the date of issuance of the Bonds of such series, but will never exceed the initial Reserve Requirement.

Further Information
Descriptions of the Redevelopment Law, the Bond Law, the Dissolution Act, the Bonds, the Indentures, the Successor Agency, the Predecessor 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 Redevelopment Law, the Bond Law, the Dissolution Act, the Bonds, the Indentures, the Constitution and the laws of the State as well as the proceedings of the Predecessor Agency, the Successor Agency, and the City are qualified in their entirety by reference to such documents and laws. References herein to the Bonds are qualified in their entirety by the form thereof included in the Indentures and the 7 information with respect thereto included herein, copies of which are all available for inspection at the offices of the Successor Agency. Copies of the forms of all documents are available from the City Clerk’s office, City of Cathedral City, 68700 Avenida Lalo Guerrero, Cathedral City, California 92234.

PLAN OF REFUNDING
A portion of the net proceeds from the sale of the 2024A Bonds will be used to refund and defease the Refunded 2014A Bonds. A portion of the net proceeds from the sale of the 2024B Bonds will be used to refund and defease the Refunded 2014B Bonds. The Refunded 2014A Bonds and Refunded 2024B Bonds are further described in the tables below.

Refunded 2014A Bonds
Redemption Date: [_____], 2024
Redemption Price: 100%
Maturity Date
(August 1)
Principal
Amount
Outstanding
CUSIP
Number
(14916Y)
2025 $2,060,000 AL3
2026 2,165,000 AM1
2027 2,280,000 AN9
2028 2,390,000 AP4
2029 2,510,000 AQ2
2030 2,635,000 AR0
2031 2,760,000 AS8
2032 2,900,000 AT6
2033 1,765,000 AU3
2034 1,845,000 AV1
Refunded 2014B Obligations
Redemption Date: [_____], 2024
Redemption Price: 100%
Maturity Date
(August 1)
Principal
Amount
Outstanding
CUSIP
Number
(14916Y)
2025 $ 825,000 BG3
2026 865,000 BH1
2027 910,000 BJ7
2028 955,000 BK4
2029 1,000,000 BL2
2030 1,050,000 BM0
2031 1,100,000 BN8
2032 1,160,000 BP3
2033 1,215,000 BQ1
Under the terms of the Indenture, dated as of October 1, 2014 (the “2014A Indenture”), by and between the District and Computershare Trust Company, N.A., as successor trustee (the “2014A Trustee”), pursuant to which the Refunded 2014A Bonds were issued, and an Escrow Agreement, dated as of July 1, 8 2024 (the “2014A Escrow Agreement”), between the Successor Agency and the 2014A Trustee, the redemption of the Refunded 2014A Bonds will be effected by depositing a portion of the proceeds of the 2024A Bonds into the Escrow Fund established under the 2014A Escrow Agreement (the “2014A Escrow Fund”).

Under the terms of the Indenture, dated as of October 1, 2014 (the “2014B Indenture” and, together with the 2014A Indenture, the “Prior Indentures”), by and between the District and Computershare Trust Company, N.A., as successor trustee (the “2014B Trustee”), pursuant to which the Refunded 2014B Bonds were issued, and an Escrow Agreement, dated as of July 1, 2024 (the “2014B Escrow Agreement”), between the Successor Agency and the 2014B Trustee, the redemption of the Refunded 2014B Bonds will be effected by depositing a portion of the proceeds of the 2024A Bonds into the Escrow Fund established under the 2014B Escrow Agreement (the “2014B Escrow Fund”).

The Successor Agency will cause the 2014A Escrow Fund and the 2014B Escrow Fund deposits to be invested in [non-callable direct obligations of the United States of America] (“Treasuries”). The Treasuries in each Escrow Fund will pay principal and interest, together with cash on deposit therein, sufficient to pay the interest on the Refunded 2014A Bonds and the Refunded 2014B Bonds, respectively, due and payable through [August 10], 2024, and on [August 10], 2024 to redeem without premium the Refunded 2014A Bonds and the Refunded 2014B Bonds, respectively, all in accordance with the terms of the related Prior Indenture. The amounts deposited in each Escrow Funds will be held in trust solely for the Refunded 2014A Bonds and the Refunded 2014B Bonds, respectively, and will not be available to pay the principal and interest evidenced by the 2024A Bonds or the 2024B Bonds or any obligations other than the Refunded 2014A Bonds and the Refunded 2014B Bonds, respectively.

Causey Demgen & Moore P.C., as verification agent (the “Verification Agent”), 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 Successor Agency, relating to the sufficiency of principal and interest paid under the Treasuries and moneys deposited into each Escrow Funds to pay, when due, the principal, interest and prepayment premium, if any, of the Refunded 2014A Bonda and the 2014B Bonds, respectively.

The reports of the Verification Agent 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.

ESTIMATED SOURCES AND USES OF FUNDS
The estimated sources and uses of funds are summarized as follows. 2024A Bonds 2024B Bonds Total
Sources:

Principal Amount of Bonds $ $ $ [Net] Premium
Total Sources $ $ $
Uses:

Escrow Fund $ $ $
Costs of Issuance Fund (1)
Total Uses $ $ $
____________________
(1) Costs of Issuance include Underwriter’s discount, fees and expenses for Bond Counsel, Disclosure Counsel, Municipal Advisor, Fiscal Consultant, Verification Agent, Trustee, escrow agent, printing expenses, rating fee and 9 other costs related to the issuance of the Bonds.
10 2024A BONDS DEBT SERVICE SCHEDULE
The following table shows the annual debt service requirements on the 2024A Bonds. 2024A BondsBond Year
Ending
August 1 Principal Interest Total
2025 $ $ $
2026
2027
2028
2029
2030
2031
2032
2033
2034
Total $ $ $
11 2024B BONDS DEBT SERVICE SCHEDULE
The following table shows the annual debt service requirements on the 2024B Bonds. 2024B BondsBond Year
Ending
August 1 Principal Interest Total
2025 $ $ $
2026
2027
2028
2029
2030
2031
2032
2033
Total $ $ $
12 The following table shows the annual debt service requirements on the 2024A Bonds and outstanding parity non-housing obligations of the Successor Agency.
2024A Bonds
Bond Year
Ending
August 1 Principal Interest Total(1)
Outstanding Parity
Non-Housing
Obligations(2) TOTAL
2024 $ - $ - $ - $ $ 2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
Total $ $ $ $ $ (1) Amounts represent the total of the 2024A Bonds.
(2) Includes parity non-housing obligations that will remain outstanding following the issuance of the 2024A Bonds. The amounts represented in this table reflect the refunding of the Refunded 2014A Bonds. Amounts do not include debt service on the Subordinate 2021C Bonds, which is $[___] million per year. 13 The following table shows the annual debt service requirements on the 2024B and outstanding parity housing obligations of the Successor Agency.
2024B Bonds(1)
Outstanding
Parity
Housing
Obligations
Bond Year
Ending
August 1 Principal Interest Total(2) TOTAL
2024 $ $ $ $ $ 2025
2026
2027
2028
2029
2030
2031
2032
2033
Total $ $ $ $ $ (1) Amounts represent the total of the 2024B Bonds.
(2) Includes parity housing obligations that will remain outstanding following the issuance of the 2024B Bonds. The amounts represented in this table reflect the refunding of the Refunded 2014B Bonds.
14 THE BONDS
Authority for Issuance
The Bonds were authorized for issuance pursuant to the Indentures, the Redevelopment Law, the Bond Law, and the Dissolution Act. The issuance of the Bonds and the Indentures were authorized by the Successor Agency pursuant to Resolution No. 2024-[__] adopted on April 24, 2024 (the “Resolution”) and by the Oversight Board for the Successor Agency pursuant to Resolution No. 2024-[__] adopted on [___], 2024 (the “Oversight Board Resolution”).

Written notice of the Oversight Board Resolution was provided to the State Department of Finance, pursuant to the Dissolution Act, on [___], 2024. On [____], 2024, the State Department of Finance provided a letter to the Successor Agency stating that based on the State Department of Finance’s review and application of the law, the Oversight Board Resolution approving the Bonds was approved by the State Department of Finance. See “APPENDIX F – STATE DEPARTMENT OF FINANCE APPROVAL LETTER” attached hereto.

Description of the Bonds
The Bonds will be issued and delivered as one fully-registered Bond in the denomination of $5,000 or any integral multiple thereof (an “Authorized Denomination”) for each maturity, initially in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, as registered owner of all Bonds. The Bonds will be dated the date of their delivery (the “Delivery Date”) and mature on August 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 February 1 and August 1 in each year, commencing on August 1, 2024, 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. “Record Date” means, under the Indentures, the fifteenth day of the month preceding any Interest Payment Date whether or not such day is a Business Day.

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 SYSTEM.”
No Redemption Prior to Maturity
The 2024A Bonds and the 2024B Bonds are not subject to redemption prior to maturity.

No Parity Bonds Other than Refunding Bonds
The Successor Agency covenants in the Indentures that it will not issue any bonds, notes, interim certificates, debentures or other obligations payable, either as to principal or interest, from the Pledged Tax Revenues which have any lien upon the respective Pledged Tax Revenues on a parity with or superior to the lien under the 2024A Indenture and the 2024B Indenture, respectively. 15 With respect to the 2024A Bonds, the Successor Agency may issue and sell refunding bonds payable from 2024A Pledged Tax Revenues on a parity with Outstanding 2024A Bonds, if (a) annual debt service on such refunding bonds is lower than annual debt service on the 2024A Bonds or Parity Non- Housing Debt, as applicable, being refunded during every year the refunding bonds will be outstanding, (b) the debt service payment dates with respect to such refunding bonds are the same as for the 2024A Bonds or the Parity Non-Housing Debt, as applicable, being refunded and (c) the final maturity of any such refunding bonds does not exceed the final maturity of the 2024A Bonds or the Parity Non-Housing Debt, as applicable, being refunded.

With respect to the 2024B Bonds, the Successor Agency may issue and sell refunding bonds payable from 2024B Pledged Tax Revenues on a parity with Outstanding 2024B Bonds, if (a) annual debt service on such refunding bonds is lower than annual debt service on the 2024B Bonds or Parity Housing Debt (as defined in Appendix A-2), as applicable, being refunded during every year the refunding bonds will be outstanding, (b) the debt service payment dates with respect to such refunding bonds are the same as for the 2024B Bonds or the Parity Housing Debt, as applicable, being refunded and (c) the final maturity of any such refunding bonds does not exceed the final maturity of the 2024B Bonds or the Parity Housing Debt, as applicable, being refunded.

THE DISSOLUTION ACT
The Dissolution Act requires the County Auditor-Controller to determine the amount of property taxes that would have been allocated to the Predecessor Agency (pursuant to subdivision (b) of Section 16 of Article XVI of the State Constitution) had the Predecessor 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 Successor 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 Successor Agency will be considered indebtedness incurred by the dissolved Predecessor 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 Successor Agency’s Recognized Obligation Payment Schedules. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Recognized Obligation Payment Schedules,” “APPENDIX A-1 – “SUMMARY OF CERTAIN PROVISIONS OF THE 2024A INDENTURE – Definitions” and APPENDIX A-2 – “SUMMARY OF CERTAIN PROVISIONS OF THE 2024B INDENTURE – Definitions.” The Dissolution Act further provides that bonds authorized thereunder to be issued by the Successor 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 Successor Agency under the Dissolution Act, including the Bonds, are taxes allocated to the Successor Agency pursuant to 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 State Constitution and as provided in the Redevelopment Plan, taxes levied upon taxable property in the Merged Redevelopment 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 Plan, or the respective effective dates of ordinances approving amendments to the Redevelopment Plan that added territory to the Merged Redevelopment Project Area, 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 16 total sum of the assessed value of the taxable property in the Merged Redevelopment Project Area 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 Plan, or the respective effective dates of ordinances approving amendments to the Redevelopment Plan that added territory to the Merged Redevelopment Project Area, 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 Predecessor Agency/Successor 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 Successor 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 Successor Agency to pay the debt service on indebtedness incurred by the Predecessor Agency or the Successor Agency to finance or refinance the redevelopment projects of the Predecessor 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.

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
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 receiving property taxes thereafter received only 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 of property taxes 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. Successor agencies have no power to levy property taxes and must rely on the allocation of taxes as described above. See “RISK FACTORS” herein. [Disclose pending litigation regarding tax revenues, if any.] Sources of Payment for the 2024A Bonds
The 2024A Bonds are payable from and secured by (i) first lien on and a security interest in, and pledge of the 2024A Pledged Tax Revenues whether held by the Successor Agency, the County or the Trustee, (ii) a first lien on and a security interest in, and pledge of the 2024A Surplus Housing Tax 17 Revenues, if any, and (iii) a first pledge and lien on all of the monies in the Revenue Fund (including the Interest Account and the Principal Account therein) and in the Reserve Fund established and held by the Trustee in trust for the 2024A Owners under the 2024A Indenture. 2024A Pledged Tax Revenues
“2024A Pledged Tax Revenues” means all taxes annually allocated to the Successor Agency with respect to the Merged Redevelopment Project Area pursuant to Article 6 of Chapter 6 (commencing with section 33670) of the Health and Safety Code and section 16 of Article XVI of the Constitution of the State and other applicable State laws and as provided in the Redevelopment Plan, including (a) all payments, subventions and reimbursements (if any) to the Successor Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations, and (b) all amounts of such taxes which prior to the adoption of the Dissolution Act were required to be deposited into the Predecessor Agency low and moderate income housing fund in any Fiscal Year pursuant to Section 33334.3 of the Redevelopment Law, but only to the extent permitted under the Redevelopment Law to be applied to the payment of the principal of, premium (if any) and interest on the 2024A Bonds and any Parity Non-Housing Debt; but (i) excluding all other amounts which prior to the adoption of the Dissolution Act were required to be deposited into the Predecessor Agency low and moderate income housing fund pursuant to Sections 33334.2, 33334.3 and 33334.6 of the Redevelopment Law, to the extent required to pay debt service on the obligations payable from amounts which prior to the adoption of the Dissolution Act were required to be deposited into the Predecessor Agency low and moderate income housing fund, (ii) excluding amounts payable by the State to the Successor Agency under and pursuant to the provisions of Chapter 1.5 of Part 1 of Division 4 of Title 2 (commencing with Section 16110) of the Government Code of the State, and (iii) excluding amounts payable which are required to be paid to any other public agency under Article 6 of Chapter 6 (commencing with section 33607.5 and 33607.7) of the Health and Safety Code or under agreement between the Successor Agency and such public agency, except and to the extent that any amounts so payable are payable on a basis subordinate to the payment of the 2024A Bonds and any additional Parity Non-Housing Debt, as applicable.

Pursuant to the pledge of 2024A Pledged Tax Revenues made in the 2024A Indenture, as authorized by Section 34177.5(a)(1) of the Health and Safety Code of the State of California, the principal of and interest on the 2024A Bonds shall be payable from, and secured by a first charge and lien on 2024A Pledged Tax Revenues without any deduction or offset pursuant to Section 34179.6(h)(2) of the Dissolution Act or any other provision of law.

Taxes levied on property within the Merged Redevelopment Project Area 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 Merged Redevelopment Project Area, to the extent they constitute 2024A Pledged Tax Revenues as described herein, will be deposited in the Redevelopment Property Tax Trust Fund. Under the 2024A Indenture, 2024A Pledged Tax Revenues are deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to and as provided in the Dissolution Act.

Section 34177.5(g) of the Dissolution Act provides that the 2024A Bonds shall also “be secured by a pledge of, and lien on, and shall be repaid from monies deposited from time to time in the Redevelopment Property Tax Trust Fund.”
Under the 2024A Indenture, the Successor Agency must remit, from time to time, to the Trustee the amount of 2024A Pledged Tax Revenues in the Redevelopment Property Tax Trust Fund required to pay debt service on the Bonds. (See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Recognized Obligation Payment Schedules”).

The 2024A Bonds are not a debt of the City, the County, the State or any of its political subdivisions (except the Successor Agency), and none of the City, the County, the State or any of its 18 political subdivisions (except the Successor Agency) is liable therefor. The 2024A Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction.
2024A Surplus Housing Tax Revenues
“2024A Surplus Housing Tax Revenues” means tax revenues allocable to the Successor Agency for payment of enforceable obligations pursuant to a Recognized Obligation Payment Schedule on deposit in or credited to the Redevelopment Property Tax Trust Fund that are not required to be deposited under an indenture for debt service on Existing Housing Debt or replenishment of any debt service reserve for Existing Housing Debt.

Following the issuance of the 2024B Bonds and the refunding of the Refunded 2014B Bonds, “Existing Housing Debt” will mean (i) the 2024B Bonds, (ii) the 2014B Bonds maturing on August 1, 2024, (iii) the 2014C Bonds, and (iv) any obligation of the Successor Agency that, prior to the Dissolution Act, would have been payable from amounts deposited in the Predecessor Agency’s low and moderate income housing fund.

The 2024A Surplus Housing Tax Revenues will be available for payment of the principal of and interest on the 2024A Bonds, or for the replenishment of the respective Reserve Accounts. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Subordinate Pledged Tax Revenues.”
Outstanding Successor Agency Non-Housing Indebtedness
The Predecessor Agency issued various other outstanding indebtedness that remains outstanding and is payable from tax increment generated by the Merged Redevelopment Project Area and those portions of the Merged Redevelopment Project Area that, prior to being merged, were previously identified as Project Area No. 1, Project Area No. 2 and Project Area No. 3. The 2024A Indenture provides that the pledge of the 2024A Pledged Tax Revenues securing the 2024A Bonds is on parity with the pledge of tax revenues securing certain outstanding bonded indebtedness of the Predecessor Agency and related loan agreements. The Successor Agency has other debt secured by tax increment from the Merged Project Redevelopment Area and component areas of the Merged Redevelopment Project Area.

The below table summarizes the outstanding non-housing indebtedness of the Successor Agency following the issuance of the 2024A Bonds. The corresponding issue of Authority Bonds is provided in parenthesis next to the relevant non-housing indebtedness.

Summary of Outstanding Non-Housing Indebtedness
Indebtedness on Parity with the 2024A Bonds. Several obligations secured and payable from a pledge of tax increment derived from the Merged Project Area on a parity basis with the 2024A Pledged Tax Revenues are currently outstanding. A description of these obligations follows below. 19 Bonds and Loan Agreements(1)
Outstanding
Principal Amount
Final
Maturity Date
2000 First Merged Project Area Loan Agreement (2000
Authority Bonds)
$ 1,949,007 August 1, 2033
Agency 2007B Merged Redevelopment Project Area Taxable
Bonds (2007B Authority Taxable Bonds)
24,150,000 August 1, 2031
2014A Bonds maturing August 1, 2024 1,985,000 August 1, 2024 2021A Bonds 24,760,000 August 1, 2035
2021B Bonds 4,385,000 August 1, 2032
Subordinate 2021C Bonds(2) 14,125,000 August 1, 2035
__________________
(1) Excludes Refunded 2014A Bonds. Includes indebtedness originally issued with liens on either the Merged Project Area (Nos. 1 and 2) or Project Area No. 3. On September 27, 2006, Merged Project Area (Nos. 1 & 2) and Project Area No. 3 were merged. The Redevelopment Law provides that after a merger of project areas tax increment for each project area may be allocated to the merged project area. The liens on tax increment under the various loan agreements or indentures of trust are subject to certain exclusions. See “SECURITY FOR THE BONDS” herein. (2) The Subordinate 2021C Bonds are payable on a subordinate basis to the Successor Agency’s other outstanding bonded indebtedness.
2000 First Merged Project Area Loan Agreement (2000 Authority Bonds). On April 12, 2000, the Authority issued Tax Allocation Revenue Bonds, Series A (Cathedral City Merged Redevelopment Projects) (the “2000 Authority Bonds”). The 2000 Authority Bonds were payable primarily from loan payments made by the Predecessor Agency to the Authority pursuant to a loan agreement, dated as of April 1, 2000 (the “2000 First Merged Project Area Loan Agreement”), by and between the Authority and the Predecessor Agency. The 2000 First Merged Project Area Loan Agreement is secured by a pledge of tax increment from the Merged Project Area (Nos. 1 & 2).

Agency 2007B Merged Redevelopment Project Area Taxable Bonds (2007B Authority Taxable Bonds). On March 9, 2007, the Authority issued its 2007 Taxable Tax Allocation Revenue Bonds (Cathedral City 2006 Merged Redevelopment Project Area) (the “2007B Authority Taxable Bonds”) secured by the Predecessor Agency’s Merged Redevelopment Project Area 2007 Taxable Tax Allocation Bonds, Series B (the “Agency 2007B Merged Redevelopment Project Area Taxable Bonds”). The Agency 2007B Merged Redevelopment Project Area Taxable Bonds are secured by a pledge of certain tax increment derived from the Merged Redevelopment Project Area. 2014A Bonds. On October 15, 2014 the Successor Agency issued the 2014A Bonds. A portion of the proceeds of the 2014A Bonds was used to prepay a portion of the 2000 First Merged Project Area Loan Agreement then outstanding. The Refunded 2014A Bonds (which do not include the 2014A Bonds maturing on August 1, 2024) will be refunded and defeased with a portion of the proceeds of the 2024A Bonds. See “REFUNDING PLAN” herein.
2021A Bonds. On January 21, 2021, the Successor Agency issued the 2021A Bonds to refund and defease all of the Authority’s then outstanding 2007 Tax Allocation Revenue Bonds, Series A (Cathedral City 2006 Merged Redevelopment Project Area), which were secured by the Predecessor Agency’s Merged Redevelopment Project Area 2007 Tax Allocation Bonds, Series A. 2021B Bonds. On January 21, 2021, the Successor Agency issued the 2021B Bonds to refund and defease all of the Authority’s then outstanding 2004 Taxable Tax Allocation Revenue Bonds, 20 Series B (Cathedral City Merged Redevelopment Project Area), which were secured by the Redevelopment Project No. 3 2004 Taxable Tax Allocation Bonds, Series B.

Subordinate 2021C Bonds. On January 21, 2021, the Successor Agency issued the Subordinate 2021C Bonds to refund and defease all of the Authority’s 2007 Subordinate Tax Allocation Bonds, Series C (Cathedral City 2006 Merged Redevelopment Project Area), which were secured by the Predecessor Agency’s 2007 Merged Redevelopment Project Area 2007 Subordinate Tax Allocation Bonds, Series C.

Sources of Payment for the 2024B Bonds
The 2024B Bonds are payable from and secured by the 2024B Pledged Housing Tax Revenues to be derived from the Merged Redevelopment Project Area and any 2024B Surplus Non-Housing Tax Revenues received by the 2024B Trustee. The 2024B are payable from and secured by (i) first lien on and a security interest in, and pledge of the 2024B Pledged Housing Tax Revenues whether held by the Successor Agency, the County or the Trustee, (ii) a first lien on and a security interest in, and pledge of 2024B Surplus Non-Housing Tax Revenues, if any, and (iii) a first pledge and lien on all of the monies in the Revenue Fund (including the Interest Account and the Principal Account therein) and in the Reserve Fund established and held by the Trustee in trust for the 2024B Owners under the 2024B Indenture. “2024B Pledged Housing Tax Revenues” means, annually, not less than twenty percent (20%) of all taxes allocated from the Merged Redevelopment Project Area and allocated to the Successor Agency pursuant to Article 6 of Chapter 6 (commencing with section 33670) of the Health and Safety Code and Section 16 of Article XVI of the Constitution of the State of California. 2024B Pledged Housing Tax Revenues shall not include any amounts payable to the Successor Agency pursuant to Section 16112.7 of the California Government Code.

Pursuant to the pledge of 2024B Pledged Housing Tax Revenues made in the 2024B Indenture, as authorized by Section 34177.5(a)(1) of the Health and Safety Code of the State of California, the principal of and interest on the 2024B Bonds shall be payable from, and secured by a first charge and lien on 2024B Pledged Housing Tax Revenues without any deduction or offset pursuant to Section 34179.6(h)(2) of the Dissolution Act or any other provision of law.

Taxes levied on property within the Merged Redevelopment Project Area 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 Merged Redevelopment Project Area, to the extent they constitute 2024B Pledged Housing Tax Revenues as described herein, will be deposited in the Redevelopment Property Tax Trust Fund.

Under the 2024B Indenture, 2024B Pledged Housing Tax Revenues are deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to and as provided in the Dissolution Act.

Section 34177.5(g) of the Dissolution Act provides that the 2024B Bonds shall also “be secured by a pledge of, and lien on, and shall be repaid from monies deposited from time to time in the Redevelopment Property Tax Trust Fund.”
Under the 2024B Indenture, the Successor Agency must remit, from time to time, to the Trustee the amount of 2024B Pledged Housing Tax Revenues in the Redevelopment Property Tax Trust Fund required to pay debt service on the 2024B Bonds. (See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Recognized Obligation Payment Schedules”).

The 2024B Bonds are not a debt of the City, the County, the State or any of its political subdivisions (except the Successor Agency), and none of the City, the County, the State or any of its political subdivisions (except the Successor Agency) is liable therefor. The 2024B Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction.
21 2024B Surplus Non-Housing Tax Revenues
“2024B Surplus Non-Housing Tax Revenues” means tax revenues allocable to the Successor Agency for payment of enforceable obligations pursuant to a Recognized Obligation Payment Schedule on deposit in or credited to the Redevelopment Property Tax Trust Fund that are not required to be deposited under an indenture for debt service on Existing Non-Housing Debt or replenishment of any debt service reserve for Existing Non-Housing Debt.

Following the issuance of the 2024A Bonds and the refunding of the Refunded 2014A Bonds, “Existing Non-Housing Debt” will mean the outstanding
(i) 2024A Bonds;
(ii) 2000 First Merged Project Area Loan Agreement;
(iii) Agency 2007B Merged Redevelopment Project Area Taxable Bonds; (iv) 2014A Bonds maturing on August 1, 2024;
(v) Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Revenue Refunding Bonds, Series 2021A (Merged Redevelopment Project Area) (the “2021A Bonds”);
(v) Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Revenue Refunding Bonds, Series 2021B (Federally Taxable) (Merged Redevelopment Project Area) (the “2021B Bonds”);
(vi) the Subordinate 2021C Bonds and
(vii) any obligations of the Successor Agency payable from amounts received by the Successor Agency that are not Pledged Housing Tax Revenues.

See the table titled “ Summary of Outstanding Non-Housing Indebtedness” under the heading “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS -- Outstanding Successor Agency Non-Housing Indebtedness.”
The 2024B Surplus Non-Housing Tax Revenues will be available for payment of the principal of and interest on the 2024B Bonds or for the replenishment of the Reserve Account. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Subordinate Pledged Tax Revenues.” Outstanding Successor Agency Housing Indebtedness
Following the issuance of the 2024B Bonds and the refunding and defeasance of the Refunded 2014B Bonds, it is anticipated that the only outstanding indebtedness of the Successor Agency payable from tax revenues derived from the Merged Redevelopment Project Area which prior to the adoption of the Dissolution Act were required to be deposited into the Predecessor Agency low and moderate income housing fund will be the 2024B Bonds, the 2014B Bonds maturing on August 1, 2024 and the 2014C Bonds.

Surplus Tax Revenues
Under the 2024A Indenture, the 2024A Bonds are also equally secured by a pledge of, security interest in and lien on 2024A Surplus Housing Tax Revenues, whether held in the Redevelopment 22 Property Tax Trust Fund or by the Successor Agency or the Trustee, on a parity with the lien on 2024A Surplus Housing Tax Revenues given to Existing Non-Housing Debt (with the exception of the Subordinate 2021C Bonds). The lien of 2024A Surplus Housing Tax Revenues is made pursuant to Section 34177.5(g) of the Health and Safety Code and other applicable law. See “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURES.”
Under the 2024B Indenture, the 2014B Bonds are also equally secured by a pledge of, security interest in and lien on 2024B Surplus Non-Housing Tax Revenues, whether held in the Redevelopment Property Tax Trust Fund or by the Successor Agency or the Trustee, on a parity with the lien on 2024B Surplus Non-Housing Tax Revenues given to Existing Housing Debt. The lien of 2024B Surplus Non- Housing Tax Revenues is made pursuant to Section 34177.5(g) of the Health and Safety Code and other applicable law. See “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURES.” Recognized Obligation Payment Schedules
No fewer than 90 days prior to each January 2 and June 1, the Dissolution Act requires successor agencies to prepare, 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 Predecessor 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.

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 Predecessor Agency, as approved by the Oversight Board).

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 Successor Agency from the funds specified in the Recognized Obligation Payment Schedule. Accordingly, although all of the debt service payments on the Bonds have been approved by the State Department of Finance, such debt service payments must appear on the applicable Recognized Obligation Payment Schedule.

The Recognized Obligation Payment Schedule must be submitted by the Successor 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 Successor Agency does not submit an Oversight Board- approved Recognized Obligation Payment Schedule by the applicable deadline, the City will be subject to 23 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 Successor Agency’s administrative cost allowance is reduced by 25% if the Successor Agency did 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 the subsequent six-month period. 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 Schedules.” 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 Successor 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 Successor Agency and the County Auditor-Controller as to the outcome of its review at least 15 days before the January 2 or June 1 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 Successor 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.

The Successor Agency covenants in the Indentures 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, and that it 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 Fund, in Recognized Obligation Payment Schedules.

The Successor Agency has no power to levy and collect taxes, and various factors beyond its control could affect the amount of 2024A Pledged Tax Revenues or 2024B Pledged Housing Tax Revenues available in any six-month period to pay the principal of and interest on the Bonds (see “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” and “RISK FACTORS”).

Revenue Fund, Reserve Fund and Reserve Accounts
There is established under each of the Indentures special trust funds known as the “Revenue Fund” and the “Reserve Fund” to be held by the Trustee in trust for Owners.

Upon receiving 2024A Pledged Non-Housing Tax Revenues and 2024A Surplus Housing Tax Revenues, if any, with respect to the 2024A Indenture, or 2024B Pledged Housing Tax Revenues and 2024B Surplus Non-Housing Tax Revenues, if any, with respect to the 2024B Indenture, the Trustee will deposit all applicable amounts received into the respective Revenue Fund until such time during each Bond Year as the amounts so deposited equal the aggregate amounts required to be transferred to the Trustee in such Bond Year (i) for deposit into the Interest Account and the Principal Account of the Revenue Fund and (ii) for deposit into the applicable Reserve Fund, if necessary, in the following order of priority with respect to each respective series of Bonds:
(a) Interest Account. Within each Interest Account, the Trustee shall create an Interest Subaccount. On or before each Interest Payment Date, the Trustee shall set aside from the applicable Revenue Fund and deposit in the respective Interest Subaccount an amount of money which, together with any money contained therein, is equal to the aggregate amount of the 24 interest becoming due and payable on the Outstanding Bonds of the related series on such Interest Payment Date. No deposit need be made into the respective Interest Subaccount if the amount contained therein is at least equal to the interest to become due and payable on all Outstanding Bonds of the related series on the Interest Payment Dates in such Bond Year. Subject to the applicable Indenture, all moneys in the respective Interest Subaccount will be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds of the related series as it becomes due and payable (including accrued interest on any Bonds of the related series redeemed prior to maturity pursuant to the applicable Indenture). (b) Principal Account. Within each Principal Account, the Trustee shall create a Principal Subaccount. On or before each Principal Payment Date, the Trustee shall set aside from the applicable Revenue Fund and deposit in the respective Principal Subaccount an amount of money which, together with any money contained therein, is equal to the aggregate amount of the principal becoming due and payable on the Outstanding Bonds of the related series on such Principal Payment Date. No deposit need be made into the respective Principal Subaccount if the amount contained therein is at least equal to the principal to become due and payable on all Outstanding Bonds of the related series on the upcoming Principal Payment Date. Subject to the applicable Indenture, all moneys in the respective Principal Subaccount will be used and withdrawn by the Trustee solely for the purpose of paying the principal on the Outstanding Bonds of the related series as they become due and payable.
(c) Reserve Fund. Within each Reserve Fund, the Trustee shall create a Reserve Account.

Subject to the Indentures, all money in respective Reserve Account will be used and withdrawn by the Trustee solely for the purpose of (i) making transfers to the related Interest Account and the Principal Account for the corresponding series of Bonds, in such order of priority, in the event of any deficiency at any time in any of such Accounts or (ii) for the retirement of all the Bonds then Outstanding. Any amount in the Reserve Fund in excess of the Reserve Requirement for the related series of Bonds shall be withdrawn from the Reserve Fund on or before the Interest Payment Date by the Trustee and deposited in the Interest Account. All amounts in any Account in the respective Reserve Account five (5) Business Days before the final Interest Payment Date shall be withdrawn therefrom by the Trustee and transferred either (i) to the Interest Account and then Principal Account, to the extent required to make the deposits then required to be made under the Indentures, or (ii) if sufficient deposits have been made under the Indentures, then, as directed by the Successor Agency in any manner permitted by law pursuant to a Written Request of the Successor Agency.

The applicable Reserve Requirement may be satisfied by crediting to the respective Reserve Account moneys or a Qualified Reserve Fund Credit Instrument or any combination thereof, which in the aggregate make funds available in the respective Reserve Account in an amount equal to the applicable Reserve Requirement. Upon deposit of such Qualified Reserve Fund Credit Instrument, the Trustee shall transfer any excess amounts then on deposit in the respective Reserve Account in excess of the applicable Reserve Requirement into a segregated account of the Revenue Fund, which monies shall be applied upon written direction of the Successor Agency either (i) to the payment within one year of the date of transfer of capital expenditures of the Successor Agency permitted by law, or (ii) to the redemption of Bonds on the earliest succeeding date on which such redemption is permitted by the applicable Indenture, and pending such application shall be held either not invested in investment property (as defined in section 148(b) of the Code), or invested in such property to produce a yield that is not in excess of the yield on the Bonds; provided, however, that the Successor Agency may by written direction to the Trustee cause an alternative use of such amounts if the Successor Agency shall first have obtained a written opinion of nationally recognized bond counsel substantially to the effect that such alternative use will not adversely affect the exclusion pursuant to section 103 of the Code of 25 interest on the Bonds from the gross income of the owners thereof for federal income tax purposes.

In any case where a Reserve Account is funded with a combination of cash and a Qualified Reserve Fund Credit Instrument, the Trustee shall deplete all cash balances before drawing on the Qualified Reserve Fund Credit Instrument. With regard to replenishment, any available moneys provided by the Successor Agency shall be used first to reinstate the Qualified Reserve Fund Credit Instrument and second, to replenish the cash in such Reserve Account. If the Qualified Reserve Fund Credit Instrument is drawn upon, the Successor Agency shall make payment of interest on amounts advanced under the Qualified Reserve Fund Credit Instrument after making any payments pursuant to this subsection.

Replenishment of Reserve Fund. The Trustee shall value the balances in the Accounts in the Reserve Fund on each October 1. If the balance in an Account in the Reserve Fund is less than the Reserve Requirement, the Trustee shall indicate the amount of such deficiency in a Written Request to the Successor Agency. Upon receipt of such Written Request, the Successor Agency shall immediately take all necessary action to cure such deficiency in such Account, including using best efforts to place the amount of such deficiency on a Recognized Obligation Payment Schedule. No transfers or deposits need be made to any Account in the Reserve Fund so long as there is on deposit therein a sum at least equal to the Reserve Requirement.

The Reserve Account established for one series of Bonds is not available to pay debt service on any other series of Bonds.

Each Indenture also creates a Rebate Fund to be held in trust by the Trustee 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 Bonds be rebated to the United States. Each Indenture requires the Successor Agency to calculate such amount and deposit it into the Rebate Fund for eventual rebate to the United States Treasury.

Tax Sharing Agreements and Statutory Pass-Through Payments As required by the Dissolution Act, the County Auditor-Controller is responsible for administering all pass-through payment calculations and payments. The Dissolution Act further requires that the calculation of pass-through amounts be done as it was done prior to January 1, 2011. This means that where the payments are based on revenue reduced for the former 20% housing set-aside requirement, this reduction is to continue despite the fact that the housing set-aside is no longer required. The pass- through payment obligations that are required within the Merged Redevelopment Project Area are described in APPENDIX H – “FISCAL CONSULTANT’S REPORT” attached hereto.

The Redevelopment Law authorized the Predecessor Agency to enter into Tax-Sharing Agreements with taxing agencies whose territory was located within the Merged Redevelopment Project Area, whereby the Predecessor Agency would pay tax increment revenues to such taxing agencies to alleviate the financial burden or detriment caused by the Redevelopment Project. The Predecessor Agency has entered into several Tax-Sharing Agreements within the Merged Redevelopment Project Area. The Tax-Sharing Agreements for each component project area of the Merged Redevelopment Project Area are outlined in APPENDIX H – “FISCAL CONSULTANT’S REPORT” attached hereto.

Sections 33607.5 and 33607.7 of the Redevelopment Law require the Successor Agency to make Statutory Pass-Through Payments to taxing agencies whose territory is located within the Merged 26 Redevelopment Project Area, to alleviate the financial burden or detriment caused by the Redevelopment Project. The Dissolution Act establishes procedures whereby the Successor Agency may make such Statutory Pass-Through Payments subordinate to the payment of debt service on the Bonds. The City has agreed to subordinate its Statutory Pass-Through Payments to debt service on the Bonds. With the exception of the City’s Statutory Pass-Through Payments, the Successor Agency has not sought, and does not intend to seek, to subordinate any other Statutory Pass-Through Payments to the payment of debt service on the Bonds. A description of the Statutory Pass-Through Payments affecting the component project areas of the Merged Redevelopment Project Area can be found in Section VII. B of “APPENDIX H – FISCAL CONSULTANT’S REPORT” hereto.

Supremacy of Statutory Lien
The Dissolution Act provides several remedies to the State Department of Finance, the Auditor- Controller and to taxing entities with respect to the recovery of assets of the Predecessor Agency and amounts due to the taxing entities. One such remedy is contained in Section 34179.6(h)(2) of the Dissolution Act, which reads as follows:
“Alternatively or in addition to the remedies provided in paragraph (1), the department may direct the country auditor-controller to deduct the unpaid amount from future allocations of property tax to the successor agency under Section 34183 until the amount of payment required pursuant to subdivision (d) is accomplished.”
The reference above in Section 34179(h)(2) to Section 34183 refers to moneys in the Redevelopment Property Tax Trust Fund that constitute 2024A Pledged Tax Revenues and 2024B Pledged Housing Tax Revenues, as applicable. Notwithstanding the above, Section 34177.5(g) of the Dissolution Act creates a statutory pledge of, and lien on, certain moneys in the Redevelopment Property Tax Trust Fund, namely, the moneys referred to in Section 34183(a)(2), to secure payment of debt service on the Bonds.

Elimination of Housing Set-Aside
Pursuant to Sections 33334.2 and 33334.3 of the Redevelopment Law, redevelopment agencies were required to set aside not less than twenty percent of all tax increment revenues allocated to redevelopment agencies from redevelopment project areas adopted after December 31, 1976, in a low- and moderate-income housing fund to be expended for authorized housing purposes. Amounts on deposit in the low- and moderate-income housing fund could be applied to pay debt service on bonds, loans, or advances of redevelopment agencies to finance low- and moderate-income housing projects.

The Dissolution Act eliminated the requirement that twenty percent of tax increment revenue be set aside and used exclusively for purposes of providing low and moderate income housing. The 2024B Bonds are payable from amounts of tax increment revenue that prior to the Dissolution Act were required to be set aside for low and moderate income housing. Despite the elimination of the requirement to set aside such twenty percent of tax increment revenue, the pledge of the 2024B Pledged Housing Tax Revenues preserve the lien on the twenty percent set-aside with respect to the 2024B Bonds and any debt on a parity with the 2024B Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.”
Riverside County Auditor-Controller
The Riverside County Auditor-Controller is responsible for establishing County fiscal and internal control policies and procedures; administering the County payroll; conducting audits and fraud 27 investigations; monitoring social services contracts; performing mandated property tax functions; disbursing warrants to vendors, child support recipients, judgment and damages to claimants; and managing the County’s enterprise financial and payroll systems.

The Dissolution Act assigns county auditors numerous responsibilities, including the responsibility to deposit tax increment revenues attributable to each successor agency into a Redevelopment Property Tax Trust Fund held in the county treasury in the name of each successor agency. Pursuant to the Dissolution Act, county auditors disburse funds from each Redevelopment Property Tax Trust Fund twice annually, on January 2 and June 1. Such amounts include payments to affected taxing entities, payments that are required to be paid from tax increment as approved on a Recognized Obligation Payment Schedule, and various administrative fees and allowances. Remaining Redevelopment Property Tax Trust Fund balances are distributed to affected taxing entities under a prescribed method that accounts for pass-through payments. County auditors are also responsible for distributing other moneys received from successor agencies (from sale of assets etc.) to the affected taxing entities.

Certain Covenants of the Successor Agency
As long as the Bonds are outstanding, the Successor 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 Owners which are necessary, convenient, and desirable to secure the Bonds; provided, however, that the covenants do not require the Successor Agency to expend funds other than as set forth in the applicable Indenture:

Compliance with Health and Safety Code. The Successor Agency covenants that it will comply with all applicable requirements of the Health and Safety Code.

Recognized Obligation Payment Schedule. Pursuant to Section 34177 of the Health and Safety Code, not less than 90 days prior to each January 2 and June 1 (or such other dates as are specified in the Health and Safety Code or other applicable law), the Successor Agency shall prepare and submit to the Successor Agency Oversight Board and the State Department of Finance, a Recognized Obligation Payment Schedule pursuant to which enforceable obligations of the Successor Agency are listed, including, debt service with respect to the Bonds, together with the source of funds expected to be used to pay for each such enforceable obligation. Such Recognized Obligation Payment Schedule shall include all scheduled interest and principal payments on the Bonds that are due and payable on February and August 1 of the Bond Year ending on August 1 of the next ensuing calendar year, together with any amount required to replenish any Account in the Reserve Fund and amounts, if any, due and owing to the Insurer under a Policy or a Reserve Policy as provided in the respective Indenture.

If, on January 2 of any year, the amount of Pledged Tax Revenues remitted by the County Auditor-Controller to the Successor Agency is less than the amount required pursuant to the preceding paragraph, then not less than 90-days prior to June 1 of such year, the Successor Agency shall prepare, and submit to the Successor Agency Oversight Board and the State Department of Finance, a Recognized Obligation Payment Schedule that includes the balance due.

Punctual Payment. The Successor Agency covenants that it will duly and punctually pay or cause to be paid the principal of and interest on the Bonds on the date, at the place and in the manner provided in the Bonds, and that it will take all actions required under the Health and Safety Code to include debt service on the Bonds.
28 No Priority; No Additional Parity Bonds; Refunding Bonds; Other Obligations. The Successor covenants that it will not issue any parity obligations. See “THE BONDS – No Parity Bonds Other than Refunding Bonds,” APPENDIX A-1 – “SUMMARY OF CERTAIN PROVISIONS OF THE 2024A INDENTURE – Covenants of the Successor Agency” and APPENDIX A-2 – “SUMMARY OF CERTAIN PROVISIONS OF THE 2024B INDENTURE – Covenants of the Successor Agency” attached hereto.

Use of Proceeds: Management and Operation of Properties. The Successor Agency covenants that the proceeds of the sale of the Bonds will be deposited and used as provided in the respective Indenture and that it will manage and operate all properties owned by it comprising any part of the Merged Redevelopment Project Area in a sound and proper manner and in accordance with applicable law.

Payment of Taxes and Other Charges. The Successor Agency covenants 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 Merged Redevelopment 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 Subordinate Pledged Tax Revenues, as applicable, 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.

Books and Accounts; Financial Statements. The Successor Agency covenants that it will at all times keep, or cause to be kept, proper and current books and accounts in which complete and accurate entries are made of the financial transactions and records of the Successor Agency. Within one hundred eighty (180) days after the close of each Fiscal Year an Independent Certified Public Accountant shall prepare a post audit of the financial transactions and records of the Successor Agency for such Fiscal Year. To the extent permitted by law, such audit may be included within the annual audited financial statements of the City. Upon written request, the Successor Agency shall, as soon practicable, furnish a copy of each audit to any Owner. The Trustee shall have no duty to review such audits.

Protection of Security and Rights of Owners. The Successor Agency covenants to preserve and protect the security of the Bonds and the rights of the Owners 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 the Pledged Tax Revenues or Subordinate Pledged Tax Revenues, as applicable, pledged under the Indentures cannot be used to pay 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.

Continuing Disclosure. The Successor Agency covenants that it will comply with and carry out all of the provisions of its Continuing Disclosure Agreement. Notwithstanding any other provision of the Indentures, failure by the Successor Agency to comply with its Continuing Disclosure Agreement shall not be considered an Event of Default; however, any participating underwriter, Owner or beneficial owner of any Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Tax Covenants. The Successor Agency covenants and agrees not to use, permit the use of, or omit to use Gross Proceeds of the 2024A Bonds, the 2024B Bonds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with such 29 Gross Proceeds) in a manner that if made or omitted, respectively, could cause interest on the Bonds to fail to be excluded pursuant to section 103 of the Code from the gross income of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Successor Agency receives a written opinion of Bond Counsel to the effect that failure to comply with such covenant will not adversely affect the exclusion from gross income of interest on any Bond, the Successor Agency shall comply with each of the specific covenants in this Section.

See “APPENDIX A-1 – “SUMMARY OF CERTAIN PROVISIONS OF THE 2024A INDENTURE – Tax Covenants ” and “APPENDIX A-2 – “SUMMARY OF CERTAIN PROVISIONS OF THE 2024B INDENTURE – Tax Covenants” attached hereto.

THE SUCCESSOR AGENCY TO THE

CATHEDRAL CITY REDEVELOPMENT AGENCY
The Predecessor Agency was established December 2, 1981 by the City Council pursuant to the California Community Redevelopment Law, Part I of Division 24 of the California Health and Safety Code (the “Redevelopment Law”) and pursuant to the adoption of Ordinance No. 4 by the City Council on December 2, 1981.

On June 29, 2011, AB X1 26 was enacted as Chapter 5, Statutes of 2011, together with a companion bill, AB X1 27. AB X1 26 provided for the dissolution of all redevelopment agencies, but also permitted redevelopment agencies to avoid such dissolution by the payment of certain amounts. A lawsuit was brought 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 Predecessor 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.

In anticipation of the dissolution of the Predecessor Agency, the City Council, pursuant to Resolution No. 2011-133, adopted on May 25, 2011, elected to serve as Successor Agency. On January 12, 2013, pursuant to Resolution No. 2012-153 and Section 34173 of the Dissolution Act, the City Council of the City reaffirmed its election to serve as Successor Agency. Subdivision (g) of Section 34173 of the Dissolution Act, added by AB 1484, expressly affirms that the Successor Agency is a separate public entity from the City, that the two entities shall not merge, and that the liabilities of the Predecessor Agency will not be transferred to the City nor will the assets of the Predecessor Agency become assets of the City.

Members and Officers
The Successor Agency is governed by a five-member Board of Directors (the “Board”) which consists of the Mayor of the City and the members of the City Council. The Mayor acts as the Chair of the Board. The City Manager acts as the Executive Director, the City Clerk acts as Secretary and the City Financial Services Director acts as the Chief Financial Officer of the Successor Agency. The members and officers of the Successor Agency and the expiration dates of their terms are as follows:
30 Name and Office Expiration of Term
Mark Carnevale, Mayor 20[__]
Nancy Ross, Mayor Pro Tem 20[__]
Rita Lamb, Council Member 20[__]
Ernesto Gutierrez, Council Member 20[__]
Raymond Gregory, Council Member 20[__]
Successor Agency Powers
All powers of the Successor Agency are vested in the Board. Pursuant to the Dissolution Act, the Successor Agency is a separate public body from the City and succeeds to the organizational status of the Predecessor Agency but without any legal authority to participate in redevelopment activities, except to complete any work related to an approved enforceable obligation. The Successor Agency is tasked with expeditiously winding down the affairs of the Predecessor Agency, pursuant to the procedures and provisions of the Dissolution Act. Under the Dissolution Act, many Successor 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 Successor 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 Successor Agency, and other City and Successor Agency officials have made the required filings.

Previously, Section 33675 of the Redevelopment Law required the Predecessor Agency to file not later than the first day of October of each year with the County Auditor-Controller of a statement of indebtedness certified by the chief fiscal officer of the Predecessor 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 Predecessor 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-Controller to the Predecessor Agency could not exceed the amounts shown on the Predecessor 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 AND SOURCES OF PAYMENT FOR THE BONDS – Recognized Obligation Payment Schedule”).
[Remainder of Page Intentionally Left Blank.]
31 32

MERGED REDEVELOPMENT PROJECT AREA
General Description
The Predecessor Agency originally established three redevelopment project areas. On September 27, 2006, the Predecessor Agency formed the Merged Redevelopment Project Area. The Redevelopment Law provides that after a merger of project areas tax increment for each project area may be allocated to the merged project area.

Project Area No. 1
On November 29, 1982, following requisite studies and hearings by the City Planning Commission and the Predecessor Agency, the City Council of the City passed Ordinance No. 39 which created Project Area No. 1. On January 28, 1998, Project Area No. 1 was merged with Project Area No. 2.

Project Area No. 1 encompasses approximately 357 acres (378 acres including the Merged Redevelopment Project Area No. 1 Fourth Amendment area, described below) and includes the majority of the downtown business district from the westerly City limits to Date Palm Drive on the east. A variety of land uses are located in the Merged Redevelopment Project Area, including single and multiple family residential, commercial, mobile home and light industrial.

The majority of the land located within Project Area No. 1 is zoned for commercial uses. The downtown area consists of approximately 100 commercial acres, although there is a small amount of multiple family housing located downtown. The Highway 111 corridor (East Palm Canyon Drive) is zoned for mixed uses including hotel, commercial and multifamily apartments and condominiums. Major commercial centers located near the central downtown business district, but not in Project Area No. 1 include: Canyon Plaza South, a retail strip mall located on a 40 acre site, which is fully developed.

The Cathedral City Auto Center (the “Auto Center”) is a 35 acre regional automobile sales and service center located in Project Area No. 1. In 1986, the Predecessor Agency sold $2,645,000 (Taxable) Certificates of Participation, Series 1986A in order to finance the acquisition of five parcels of land to be utilized in development of the Auto Center (these Certificates were fully retired in 1989). Since 1986, those parcels have been developed pursuant to Disposition and Development Agreements negotiated between the Predecessor Agency and various new car sales dealers. At present, the Auto Center contains 18 franchises including: Toyota, Kia, Lexus, Acura, Cadillac, Chrysler/Dodge, Pontiac/Buick, Jeep, Volvo, Subaru, Honda, GMC, Tesla, Nissan, Fiat and Volkswagen. One parcel was utilized in the development of public parking.

On July 9, 2003 with the adoption of Ordinance No. 578, the Redevelopment Plan for Project Area No. 1 was further amended by the Fourth Amendment (Amendment 4 AB 1290 Area) which added several properties (21 acres) to the southerly portion of Project Area No. 1. These properties were originally located in Project Area No. 3 and were deleted from the Redevelopment Plan for Project Area No. 3 concurrently with the adoption of this amendment. The Fourth Amendment also extended the Predecessor Agency’s eminent domain authority within the original Project Area No. 1.

Project Area No. 2
On November 28, 1983, following requisite studies and hearings by the City Planning Commission and the Predecessor Agency, the City Council of the City passed Ordinance No. 61 created Project Area No. 2. On January 28, 1998 Project Area No. 2 was merged with Project Area No. 1. See “Project Area No. 1” above.
33 Project Area No. 2 encompasses approximately 960 acres with 3,334 individual parcels. Of the total area, approximately 700 acres are zoned for single-family residential uses; 160 acres are zoned for multi-family residential uses; and the remaining 100 acres are zoned for commercial uses. Within Project Area No. 2, approximately 2,800 lots are developed; there are approximately 500 lots which are undeveloped.

Project Area No. 2 contains two noncontiguous sub-areas. Sub area A, “Panorama,” contains approximately one square mile of area. Panorama was an early attempt to develop a large planned community of single-family homes, parks and commercial development. The large majority of the area is zoned for single-family residential and is almost completely subdivided, and is 75% developed. Sub-area B, “Ramon Road,” contains the secondary commercial strip within the City. Some commercial structures in the area are in need of reconstruction, off-street parking and other public improvements.

Project Area No. 3
On November 30, 1984, following requisite studies and hearings by the Planning Commission and the Predecessor Agency, the City Council of the City passed Ordinance No. 91 which approved and adopted the Redevelopment Plan for Project Area No. 3. The Redevelopment Plan for Project Area No. 3 provides for the elimination of blight and deterioration which was found to exist in Project Area No. 3 in order to allow development to proceed in conformance with the City’s General Plan.

Project Area No. 3 originally encompassed approximately 8,260 acres (12.9 square miles) or about 64.5% of the total incorporated area of the City (20 square miles). With the adoption of the Third Amendment (defined below), Project Area No. 3 encompasses 8,239 acres. Project Area No. 3’s boundaries include the majority of the property within the City limits with the exceptions of the Merged Project Area.

The majority of undeveloped land within Project Area No. 3 has been designated for residential uses in order to promote expansion of the City’s housing resources.

In 1989, 938.7 acres in Project Area No. 3 were annexed by the City of Rancho Mirage (the “Annexed Portion”) pursuant to an agreement with the City. The City of Rancho Mirage waived its right to receive tax increment on the Annexed Portion.

On July 9, 2003 with the adoption of Ordinance No. 579, Project Area No. 3 was amended for the third time (the “Third Amendment”). The Third Amendment removed certain properties from Project Area No. 3 consisting of 47 parcels (21 acres) with an assessed value of approximately $3,230,448.

Merged Redevelopment Project Area - Assessed Value Information Assessed Valuations. The Redevelopment Law provides that after a merger of project areas tax increment for each project area may be allocated to the Merged Redevelopment Project Area. The following table sets forth the assessed values for Merged Redevelopment Project Area for the fiscal years shown.
34 Table 1
Merged Redevelopment Project Area
Historical Assessed Valuation Growth(1)
Fiscal Year
Total
Assessed Value
Less Base
Year Value
Incremental
Assessed Value
Percentage
Growth
2019-20 $4,882,331,454 $468,206,161 $4,414,125,293 5.97% 2020-21 5,151,589,815 468,206,161 4,683,383,654 6.10
2021-22 5,435,189,447 468,206,161 4,966,983,286 6.06
2022-23 6,003,789,199 468,206,161 5,535,583,038 11.45
2023-24 6,435,744,695 468,206,161 5,967,538,534 7.80
__________________
(1) Total Assessed Value includes State Unitary Utility Values.

Source: County of Riverside County Lien Date Rolls.

Table 2
Merged Redevelopment Project Area
Land Use by Assessed Value
Fiscal Year 2023-24
Category No. Parcels Net Taxable Value % of Total
Residential 15,457 $4,486,832,932 69.72%
Commercial 410 635,423,544 9.87
Industrial 102 245,560,709 3.82
Agricultural 9 5,430,826 0.08
Government Owned 3 633,302 0.01
Institutional 21 13,764,700 0.21
Recreational 10 33,575,712 0.52
Vacant land 977 115,150,467 1.79
Exempt 3,118 0 0.00
Subtotal 20,107 $5,536,372,192 86.03%
Cross Reference/Possessory
Interest
$ 795,586,774 12.36%
Unsecured 103,785,729 1.61%
Subtotal $ 899,372,503 13.97%
Grand Total $6,435,744,695 100.00%
___________________
Source: HdL Coren & Cone.

Redevelopment Projects
In the more than 20 years since the adoption of the first Redevelopment Plan, the Predecessor Agency undertook a wide range of projects to improve and develop the Redevelopment Plan for the Merged Redevelopment Project Area. The following are examples of projects that were completed by the Predecessor Agency or that involved significant Predecessor Agency contribution:

Infrastructure:

Examples of infrastructure projects within the Merged Redevelopment Project Area that were completed with a contribution of proceeds attributable to the Predecessor Agency include the construction and reconstruction of East Palm Canyon Drive, major thoroughfare in the downtown portion of the City; the reconstruction of various streets throughout the Merged Redevelopment Project Area; hydrology 35 projects, which included improvements to storm drains, sewers and the construction of Eagle Canyon Dam; and the construction and widening of three bridges located in the Merged Redevelopment Project Area, which included Cathedral Canyon Bridge, Date Palm Bridge and participation in the reconstruction and widening of the overpass at Date Palm Drive and Interstate 10.

Community Facilities:

Examples of community facilities located within the Merged Redevelopment Project Area that were completed with a contribution of proceeds attributable to the Predecessor Agency include the construction and improvements to facilities of City Hall, Police Station, Fire Station, a 17 acre soccer park, a library and a large contribution to include land acquisition and infrastructure towards the Mercy Housing Senior Center located within the Merged Redevelopment Project Area.

Largest Tax Payers
A review of the top ten taxable property owners in the Merged Redevelopment Project Area for fiscal year 2023-24 was conducted by HdL Coren & Cone (the “Fiscal Consultant”). Within the Merged Redevelopment Project Area, the aggregate total taxable value for the ten largest taxpayers totaled $258.3 million. The top ten taxpayers totaled 4.01% of the Merged Redevelopment Project Area’s taxable assessed value and 4.33% of the incremental value. Welk Park North, the largest taxpayer, represents

0.70% of the Merged Redevelopment Project Area’s incremental value. The table below details the valuations of the top ten taxpayers in the Merged Redevelopment Project Area.

Table 3
Merged Redevelopment Project Area
Top Ten Taxpayers
Taxpayer Use Assessed Value
% Total
Value
%
Incremental
Value
1 Welk Park North Desert Oasis by Welk
Resorts
$ 41,500,028 0.64% 0.70%
2 Bobs LLC(1) Industrial/
Warehouse Building
37,835,561 0.59 0.63
3 MHC Date Palm LLC Date Palm Country
Club
31,485,345 0.49 0.53
4 RDS Development RDS Villages
Residential
23,766,818 0.37 0.40
5 MHH Cathedral City Holdings LLC(1) Homewood
Suites/Vacant
23,644,516 0.37 0.40
6 CC RP LLC Royal Palms Mobile
Home Park
22,160,838 0.34 0.37
7 Frome Dev Omega Perez Business Park 20,484,297 0.32 0.34 8 Robertas LP Honda of the Desert 19,709,124 0.31 0.33
9 Ocotillo Place Apartments LLC Nova Ocotillo Place
Apartments
19,194,034 0.30 0.32
10 T Alliance One Palm Springs LLC Double Tree by Hilton 18,519,499 0.29 0.31 Total $ 258,300,060
Project Area Total $6,435,744,695 4.01%
Incremental Values $5,967,538,534 4.33%
________________
(1) Pending appeals.
36 Tax Rates
Tax Rates. The Merged Redevelopment Project Area consists of 200 Tax Rate Areas. A Tax Rate Area (“TRA”) consists of a geographic area where the taxes on all property are levied by the same taxing entities at the same rate. The tax rate consists of the general levy rate of $1.00 per $100 of taxable values and the override tax rate. The override rate is that portion of the tax rate that exceeds the general levy tax rate and is levied to pay voter approved indebtedness or contractual obligations that existed prior to the enactment of Proposition 13.

A Constitutional amendment approved in June 1983 allows the levy of over-ride tax rates to repay indebtedness for the acquisition and improvement of real property, upon approval by a two-thirds vote. A subsequent amendment of the Constitution prohibits the allocation to redevelopment agencies of tax revenues derived from override tax rates levied for repayment of indebtedness approved by the voters after December 31, 1988. Tax rates that were levied to support any debt approved by voters after December 31, 1988 were not allocated to redevelopment agencies. The override tax rates typically decline each year as a result of (1) increasing property values (which would reduce the over-ride rate that must be levied to meet debt service) and (2) the eventual retirement of debt over time. There are five debt service override tax rates levied within the Merged Redevelopment Project Area and two received voter approval prior to December 31, 1988. These tax rates are levied by the Palm Springs Unified School District, Desert Sands Unified School District, the Desert Community College District, the Coachella Valley Water District and Desert Water Agency. The tax rate levied by the Coachella Valley Water District received voter approval prior to December 31, 1988 but the District was able to secure special legislation that causes the revenue from this tax rate to be treated as if it received voter approval after January 1, 1989.

Section 34183(a)(1) of the Law as amended by ABx1 26 requires the County Auditor Controller to allocate all revenues attributable to tax rates levied to make annual repayments of the principal and interest on any bonded indebtedness for the acquisition or improvement of real property to the taxing entity levying the tax rate.

SB 107 was enacted in 2015 and amended several provisions of ABx1 26 and AB 1484. With regard to debt service override tax rates levied for pension fund programs and state water contracts, the revenue generated from these tax rates, including that revenue generated by the Desert Water Agency state water contract override tax rate that is levied within the Merged Redevelopment Project Area, will no longer be allocated to the Successor Agency unless these revenues have been pledged to the payment of debt service on bonds. Any debt service override tax rate revenues that have been pledged to debt service but are not needed to make the debt service payments on the bonds will be allocated directly to the entities that have levied the override tax rate. For purposes of the projections in the Fiscal Consultant’s Report, only the general levy tax rate of $1.00 per $100 of taxable value has been used.

Appeals
Taxpayers may appeal their property tax assessments. The value of locally assessed property is appealed to the local county assessor, while the value of state assessed property is appealed to the California Department of Tax and Fee Administration (“CDTFA”). Both real and personal property assessments can be appealed. Personal property appeals are filed based on disputes over the full cash value of the property.

Under California law, there are two types of appeals for the value of real property. A base year appeal involves the Proposition 13 value of property. If an assessee is successful with a base year appeal, the value of the property is permanently reduced. In the future, the value can only be increased by an inflation factor of up to 2 percent annually. Appeals can also be filed pursuant to Section 51(b) of the 37 Revenue and Taxation Code. Under this section of the code, also referred to as Proposition 8 appeals, the value of property can be reduced due to damage, destruction, removal of property, general decline in the real estate market, or other factors that cause a decline in value. When the circumstance that caused the decline is reversed the value of the property can be increased up to the factored base year value of the property. Values can be reduced under Proposition 8 either based on a formal appeal or they can be set by the county assessor.

Assessment appeals data from Riverside County were reviewed by the Fiscal Consultant. For more information on assessment appeals, see APPENDIX H – “FISCAL CONSULTANT’S REPORT” attached hereto.

The table below shows a list of outstanding appeals in the Merged Redevelopment Project Area.

Based on the historical averages for appeals allowed and value reduction per successful appeal, the Fiscal Consultant expects that 37 of the currently pending appeals will be allowed and that these successful appeals will result in an assessed value reduction of approximately $36.6 million. The taxpayers that have currently pending assessment appeals are seeking reductions in value totaling $294.6 million based on their opinions of value. Two of the Project Area’s top ten taxpayers, Bobs LLC and MHH Cathedral City Holdings LLC, have pending appeals of their respective assessed values.

Table 4
Merged Redevelopment Project Area
Historical Assessment Appeal Summary
Component
Project Areas
Total
Appeals
Filed
No. of
Resolved
Appeals
No. of
Appeals
Allowed
Average
Reduction
No. of
Appeals
Pending
Appealed
Value
Est.

Appeals
to be
Allowed
Est. AV
Loss on
Pending
Appeals
Allowed
(2023-24
AV Adjust.)
Project 1 Original 32 15 8 46.67% 20 $64,353,739 11 $13,508,246 Project 1 Amendment 0 0 0 0.00% 0 0 0 0
Project 2 8 2 0 0.00% 8 5,193,287 0 0
Project 3 121 56 20 35.71% 73 258,367,797 26 23,064,781 Totals: 161 73 28 38.36% 101 $327,914,823 37 $36,573,027 ___________________
Source: HdL Coren & Cone.

Historical Assessed Valuation and Tax Increment Revenues The following two sections present a summary of the historical and projected assessed valuation and tax increment revenues with respect to the Merged Redevelopment Project Area, based on information provided by the Fiscal Consultant. The Successor Agency believes the assumptions upon which the Fiscal Consultant’s projections are based are reasonable; however, some assumptions may not materialize and unanticipated events and circumstances may occur. See “RISK FACTORS.” The Tax Revenues received during the forecast period may vary from the projections and the variations may be substantial.

Taxes on secured property values paid by property owners are due in two equal installments on November 1 and on February 1 and become delinquent on December 10 and April 10. Taxes on unsecured property are due March 1 and become delinquent August 31. Prior to February 1, 2012, the County used a method for the distribution of tax revenue to redevelopment agencies that provided them with tax increment revenue that resembled a “Teeter Plan.” Under this method redevelopment agencies in the County received 100% of the taxes levied on the extended tax roll subject to correction, cancellation 38 and refunds. The tax revenues of the Predecessor Agency were not subject to revenue loss due to delinquencies or gains due to redemption of unpaid taxes. The County does not publish delinquency data for redevelopment project areas or agencies and they do not publish such information on a city level either. The property tax collection rate within the County as a whole, however, was 98.33% for fiscal year 2022-23 and was 98.57% for fiscal year 2021-22.

The County Auditor Controller allocates tax revenue to the Successor Agency at 100 percent of the calculated revenue and does not allocate based on collections. The Successor Agency receives 100 percent of the amount levied for any particular year.

Projected Taxable Valuation and Pledged Tax Revenues
The tax increment revenue projections for the Merged Redevelopment Project Area as prepared by the Fiscal Consultant, are summarized below. All of the projections commence with the reported values for Fiscal Year 2023-24 and present projections based on two different growth rate scenarios. For purposes of the projections shown in the first table, the Merged Redevelopment Project Area tax increment revenues have been projected based upon assumed real property (land and improvements) and personal property taxable value increases resulting from identified new developments and no annual growth in the Merged Redevelopment Project Area. For purposes of the projections shown in the second table, the Merged Redevelopment Project Area tax increment revenues have been projected based upon assumed real property (land and improvements) and personal property taxable value increases resulting from identified new developments and the annual growth factor of 2 percent, the maximum inflationary growth rate permitted by law (i.e., 2 percent) in each of the years after 2023-24. See APPENDIX H – “FISCAL CONSULTANT’S REPORT – Introduction.”
39 Table 5
Merged Redevelopment Project Area
Projected Tax Revenues
No Growth Scenario
($’s in thousands)
Fiscal Year
Gross Tax
Revenues
Tax Increment
Adjustments per
Redevelopment
Plan
SB 2557
Charge
Pass-Through
Agreements
SB 211
Statutory
Tax Sharing
Tax
Revenues
2023-24 $ 60,820 $ (17,950) $ (335) $ (10,328) $ (2,123) $ 30,085 2024-25 61,436 (18,200) (338) (10,343) (2,136) 30,420
2025-26 61,436 (18,200) (338) (10,871) (2,136) 29,891
2026-27 61,436 (18,200) (338) (10,871) (2,136) 29,891
2027-28 61,436 (18,200) (338) (10,871) (2,136) 29,891
2028-29 61,436 (18,200) (338) (10,871) (2,136) 29,891
2029-30 61,436 (18,200) (338) (10,871) (2,136) 29,891
2030-31 61,436 (18,200) (338) (10,871) (2,136) 29,891
2031-32 61,436 (18,200) (338) (10,871) (2,136) 29,891
[2032-33] 61,436 (18,200) (338) (10,871) (2,136) 29,891 TOTAL $613,744 $(181,747) $(3,377) $(107,641) $(21,344) $299,635 ____________________
Source: HdL Coren & Cone.
40 Table 6
Merged Redevelopment Project Area
Projected Tax Revenues
2% Growth Scenario
($’s in thousands)
Fiscal Year
Gross Tax
Revenues
Tax Increment
Adjustments per
Redevelopment
Plan
SB 2557
Charge
Pass-
Through
Agreements
SB 211
Statutory
Tax Sharing
Tax
Revenues
2023-24 $ 60,820 $ (17,950) $ (335) $ (10,328) $ (2,123) $ 30,085 2024-25 62,695 (18,573) (345) (10,554) (2,211) 31,011
2025-26 63,998 (18,962) (352) (11,344) (2,289) 31,051
2026-27 65,328 (19,357) (359) (11,580) (2,369) 31,662
2027-28 66,684 (19,761) (367) (11,820) (2,450) 32,286
2028-29 68,067 (20,173) (375) (12,065) (2,532) 32,922
2029-30 69,478 (20,593) (382) (12,315) (2,623) 33,564
2030-31 70,917 (21,021) (390) (12,571) (2,716) 34,219
2031-32 72,385 (21,458) (398) (12,831) (2,811) 34,886
[2032-33] 73,882 (21,904) (407) (13,096) (2,908) 35,568 TOTAL $674,253 $(199,754) $(3,710) $(118,505) $(25,032) $327,252 ____________________
Source: HdL Coren & Cone.

Estimated Debt Service Coverage
The following table show the debt service coverage on the Successor Agency’s outstanding debt based on the no growth scenario. Dollar amounts are rounded.

Table 6
Non-Housing Obligations
Merged Redevelopment Project Area
Projected Debt Service Coverage
No Growth Scenario
Fiscal Years 2023-24 through 2033-34
(See following page.)
41 [TABLE TO COME.]
42 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 available to pay principal and interest on the Bonds are determined by the amount of incremental taxable value in the Merged Redevelopment Project Area and the current rate or rates at which property in the Merged Redevelopment Project Area is taxed. The reduction of taxable values of property in the Merged Redevelopment Project Area caused by economic factors beyond the Successor Agency’s control, such as relocation out of the Merged Redevelopment 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 security for the Bonds. Such reduction of Pledged Tax Revenues could have an adverse effect on the Successor 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 available to pay principal and interest on 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 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 Successor 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 Successor Agency’s ability to make payments on the Bonds will be dependent upon the economic strength of the Merged Redevelopment Project Area. The general economy of the Merged Redevelopment Project Area 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, increase insurance expenses, 43 unavailability of mortgage loans or property insurance, unexpected increases in development costs and by other similar factors. Further, real estate development within the Merged Redevelopment Project Area 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 Merged Redevelopment Project Area, the owners of property within such Merged Redevelopment Project Area 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 Successor Agency from the Merged Redevelopment Project Area.

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% 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%, there have been years in which the assessed values were adjusted by actual inflationary rates, which were less than 2%.

Since Fiscal Year 1976-77 the California Consumer Price Index (“CCPI”) has been above two percent in all but ten years, with the lowest CCPIs being a negative 0.237% for Fiscal Year 2010-11, and thereafter, a positive 0.753% for Fiscal Year 2011-12, a positive 0.454% for Fiscal Year 2014-15, a positive 1.525% for Fiscal Year 2016-17, and a positive 1.036% for Fiscal Year 2021-22. The factor applied to the Fiscal Year 2018-19 through Fiscal Year 2023-24 rolls was 2.00% but for Fiscal Year 2021-22 when the factor was 1.01036%. This factor is applied to land and improvements where the property has not been sold or, in the case of improvements, newly constructed.

Properties whose valuations have been reduced under Proposition 8 continue to receive an inflationary adjustment under Proposition 13 on the reduced valuation. The Successor Agency is unable to predict whether future annual inflationary adjustments to the taxable value base of real property within the Merged Redevelopment Project Area will be in the amount of the full 2% permitted under Article XIIIA or will be in an amount less than 2%.

Development Risks
The general economy of the Merged Redevelopment Project Area will be subject to all the risks generally associated with real estate development. Projected development within the Merged Redevelopment Project Area 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 Merged Redevelopment Project Area could be adversely affected by future governmental policies, including governmental policies to restrict or control development. If projected development within the Merged Redevelopment Project Area is delayed or halted, the economy of the Merged Redevelopment Project Area could be affected. If such events lead to a decline in assessed values they could cause a reduction in Pledged Tax Revenues for the Merged Redevelopment Project Area. In addition, if there is a decline in the general economy of the Merged Redevelopment Project Area, the owners of property within the Merged Redevelopment Project Area may be less able or less willing to make timely payments of property taxes causing a delay or stoppage of the Pledged Tax Revenues received by the Successor Agency from the Merged Redevelopment Project Area. In addition, the insolvency or bankruptcy of one or more large owners of property within the Merged Redevelopment Project Area could delay or impair the receipt of Pledged Tax Revenues by the Successor Agency.
44 Levy and Collection of Taxes
The Successor 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 Successor Agency to repay the Bonds.

Likewise, delinquencies in the payment of property taxes by the owners of land in the Merged Redevelopment Project Area, and the impact of bankruptcy proceedings on the ability of taxing agencies to collect property taxes, could have an adverse effect on the Successor 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 Successor Agency’s ability to pay the principal of and interest on the Bonds.

State Budget Issues; Changes in State Law
Two of the key bills that comprise the Dissolution Act, AB 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, as efforts to address structural deficits in the State general fund budget. In general terms, these bills implemented 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 (then projected savings of $1.5 billion).

SB 107 changed the process for submitting Recognized Obligation Payment Schedules from a six-month to an annual process, authorizes successor agencies to submit and obtain State Department of Finance approval of a Last and Final Recognized Obligation Payment Schedule to govern all remaining payment obligations of the successor agency, alters the provisions governing the distribution of Redevelopment Property Tax Trust Fund moneys attributable to pension and State Water Project tax rate overrides, and eliminates the impact of financial and time limitations in redevelopment plans for purposes of paying enforceable obligations, among other changes to the Dissolution Act. These statutory amendments impact the manner in which successor agencies claim Redevelopment Property Tax Trust Fund moneys for enforceable obligations and, for some successor agencies, impact the amount of Redevelopment Property Tax Trust Fund moneys that will be available for payment of the successor agency’s enforceable obligations. Pursuant to SB 107, tax revenues will continue to be allocated from the Merged Redevelopment Project Area until such time as all authorized enforceable obligations, including the 2024 Bonds, have been repaid.

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 tax increment revenues, including the Pledged Tax Revenues. The Successor Agency cannot predict what measures may be proposed or implemented for the current fiscal year or in the future.

Information about the State budget and State spending is available at various State maintained websites including at the website of the State Department of Finance, www.dof.ca.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.gov.

None of the websites or webpages referenced above is in any way incorporated by reference into this Official Statement. They are cited for informational purposes only. The Successor Agency makes no representation whatsoever as to the accuracy or completeness of any of the information on such websites. 45 Recognized Obligation Payment Schedule
The Dissolution Act provides that only those payments listed in a Recognized Obligation Payment Schedule may be made by the Successor 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 withdrawn from the Redevelopment Property Tax Trust Fund by the County Auditor-Controller and remitted to the Trustee without a duly approved and effective Recognized Obligation Payment Schedule. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Recognized Obligation Payment Schedule” and “PROPERTY TAXATION IN CALIFORNIA – Property Tax Collection Procedures – Recognized Obligation Payment Schedule.” If the Successor Agency was to fail to file a Recognized Obligation Payment Schedule with respect to a six-month period, the availability of Pledged Tax Revenues to the Successor Agency could be adversely affected for such period.

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, the Successor Agency has made certain assumptions with regard to present and future assessed valuation in the Merged Redevelopment Project Area, future tax rates and percentage of taxes collected. The Successor 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 Merged Redevelopment Project Area. 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 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 46 handling the hazardous substance. The effect, therefore, should any of the property within the Merged Redevelopment Project Area 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 Merged Redevelopment Project Area 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, wildfires, 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 Merged Redevelopment Project Area could be diminished in the aftermath of such events. A substantial reduction of the value of such properties could affect the ability or willingness of the property owners to pay the property taxes.

The Merged Redevelopment Project Area is located in an active seismic region. The Landers earthquake (7.1 on the Richter scale) and the Big Bear earthquake (6.4 on the Richter scale) that both occurred in June, 1992 did not cause any significant damage to structures within the Merged Redevelopment Project Area that affected the assessed valuation of the property within the Merged Redevelopment Project Area. Notwithstanding the preceding, damage from an earthquake could reduce the value of the property in the Merged Redevelopment Project Area, with a corresponding reduction in the Pledged Tax Revenues pledged to the repayment of the Bonds.

Public Health Emergencies
In recent years, public health authorities have warned of threats posed by outbreaks of disease and other public health threats. On February 11, 2020 the World Health Organization (“WHO”) announced the official name for the outbreak of COVID-19, an upper respiratory tract illness. COVID-19 has since spread across the globe. The WHO declared the COVID-19 outbreak to be a pandemic. The spread of COVID-19 has had significant adverse health and financial impacts throughout the world.

While COVID-19 case rates have significantly declined, vaccination rates have increased, certain emergency orders have been lifted, and the national and local economy has been improving, the economic effects of the COVID-19 pandemic are uncertain in many respects. The ultimate impact of COVID-19 on the real estate market and development within the Merged Redevelopment Project Area is not fully known, and it may be some time before the full adverse impact of the COVID-19 outbreak is known.

Further, there could be future COVID-19 outbreaks or other public health emergencies that could have material adverse effects on the Merged Redevelopment Project Area. Adverse impacts to the real estate market and development within the Merged Redevelopment Project Area could include, without limitation, one or more of the following: (i) potential supply chain slowdowns or shutdowns resulting from the unavailability of workers in locations producing construction materials; (ii) slowdowns or shutdowns by local governmental agencies in providing governmental permits, inspections, title and document recordation, and other services and activities associated with real estate development; (iii) delays in construction; (iv) extreme fluctuations in financial markets and contraction in available liquidity; (v) extensive job losses and declines in business activity across important sectors of the economy; (vi) permissive remote work policies reducing demand for commercial office spaces; (vii) declines in business and consumer confidence that negatively impact economic conditions or cause an economic recession, (viii) reduced demand for development projects; (ix) delinquencies in payment of taxes and (x) the failure of government measures to stabilize the financial sector and introduce fiscal stimulus sufficient to counteract economic impacts of the public health emergency. 47 Neither the Successor Agency nor the Underwriter can predict the ultimate effects of the COVID- 19 outbreak or other public health emergencies or whether any such effects will not have material adverse effect on the Merged Redevelopment Project Area or the 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 Successor 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-1 and APPENDIX A-2 attached hereto for a summary of the definition of Permitted Investments. The funds and accounts of the Successor 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 Successor 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 Successor 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 “RISK FACTORS – Bankruptcy and Foreclosure.” Cybersecurity
Each of the Successor Agency and the County, like many other large public and private entities, relies on a large and complex technology environment to conduct its operations and faces multiple cybersecurity threats including but not limited to hacking, viruses, malware and other attacks on its computing and other digital networks systems (collectively “Systems Technology”).

Cybersecurity incidents could result from unintentional events or from deliberate attacks by unauthorized entities or individuals attempting to gain access to Systems Technology for the purpose of misappropriating assets or information or causing operational disruption and damage.

No assurance can be given by the Successor Agency that any measures to prevent or mitigate cybersecurity threats will ensure against cybersecurity threats and attacks. Cybersecurity breaches could damage the System Technology and cause material disruption to operations. The costs of remedying any such damage or protecting against future attacks could be substantial.

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.
48 In the past, the Successor Agency was not allocated sufficient funds from the Redevelopment Property Tax Trust Fund by the County to meet its enforceable obligations, including the payment of debt service on the Subordinate 2021C Bonds. Funds to meet such enforceable obligations were loaned to the Successor Agency by the City. The City is under no obligation to loan such funds to the Successor Agency in the future. If the Successor Agency does not have sufficient funds to meet its enforceable obligations, including the payment of debt service on the Subordinate 2021C Bonds, there could be an effect on the secondary market for 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 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.
49 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 Merged Redevelopment Project Area, 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. In addition to the amounts charged by the County for administration of property taxes under SB 2557, pursuant to ABx1 26, the County may charge a nominal administrative fee for administration of the Redevelopment Property Tax Trust Fund. Such fee has not been factored into the projections.

Statutory Pass-Through Amounts. The payment of Statutory Pass-Through Amounts (defined in each APPENDIX A-1 and APPENDIX A-2) results from (i) plan amendments which add territory in existing project areas on or after January 1, 1994 and (ii) from plan amendments which eliminate 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 “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Statutory Pass-Through Amounts” for further information regarding the applicability of the statutory pass-through provisions of the Redevelopment Law and the Dissolution Act to the Merged Redevelopment Project Area.

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 Successor 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 Successor 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 AND SOURCES OF PAYMENT 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 50 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 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. 51 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 Successor Agency for the purpose of paying principal of, or interest on, loans, advances, or indebtedness shall not be deemed the receipt by a Successor Agency of proceeds of taxes levied by or on behalf of a Successor 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 Successor 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.

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 Predecessor Agency or the Successor 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.

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 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 52 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 MERGED REDEVELOPMENT PROJECT AREA” for information regarding the assessed valuations of the largest taxpayers within the Merged Redevelopment Project Area.

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.

As a result of the major recession that began in 2008-09, the County Assessor reviewed and made adjustments to the values of residential properties sold after July 2004 pursuant to the requirements of Proposition 8. The constitution requires the Assessor to enroll a property’s value at the lesser of the prior year value adjusted for inflation or the current market value. At the peak of these value reductions in 2012, within the Merged Redevelopment Project Area there were 6,018 parcels that had been reduced in value pursuant to Proposition 8 and these properties were $584.1 million below their adjusted base values.

The consistent and robust value growth from 2012-13 through 2023-24 has resulted in almost complete recapture of the value reductions occurring during the recession. For 2023-24 within the Merged Redevelopment Project Area, there are 507 parcels that have been reduced in value under Proposition 8.

These properties are currently enrolled at values that are, on average, 21.03% lower than the property’s inflation adjusted base value. This represents a total of $44.2 million in value that is eligible to be recovered under Proposition 8 as market values continue recover. These parcels that remain reduced under Proposition 8 represent 3.2% of all residential parcels located in the Merged Redevelopment Project Area. For 2023-24, there was a total of $18 million in value recovered from values reduced under Proposition 8 in prior years. This was 4.16% of all value growth for 2023-24. 53 Within the Merged Redevelopment Project Area, the amount of value being recovered on properties reduced in value pursuant to Proposition 8 has decreased in almost every year from 2013-14 through 2019-20. In 2020-21 and 2022-23, extraordinary value growth from sales resulted in larger amounts of Proposition 8 value recovery and the recovery amount was lower for 2023-24 as sales declined. Sales of residential properties have declined in number and in the amount of value gained in each of the last two years. This will continue to reduce Proposition 8 recovery and may result in modest increases in the amount of Proposition 8 value reductions.

The Successor Agency cannot guarantee that reductions undertaken by the County Assessor or requested by a property owner pursuant to Proposition 8 will not in the future reduce the assessed valuation of property in the Merged Redevelopment Project Area and, therefore, Pledged Tax Revenues that secure the Bonds. See “RISK FACTORS” herein.

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 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 Successor Agency revenues or the Successor Agency’s ability to expend revenues.

TAX MATTERS
Federal Tax Exemption
In the opinion of Norton Rose Fulbright US LLP, Los Angeles, California, Bond Counsel to the Successor Agency, under existing statutes, regulations, rulings and judicial decisions, and assuming compliance by the Successor Agency with certain covenants in the Indentures, the Tax Certificates and other documents pertaining to the Bonds and requirements of the Internal Revenue Code of 1986 (the “Code”) regarding the use, expenditure and investment of proceeds of the Bonds and the timely payment of certain investment earnings to the United States, interest on the Bonds is not included in the gross income of the owners of the Bonds for federal income tax purposes. Failure to comply with such covenants and requirements may cause interest on the Bonds to be included in gross income retroactive to the date of issuance of the Bonds.

In the further opinion of Bond Counsel, interest on the Bonds is not treated as an item of tax preference for purposes of the federal alternative minimum tax on individuals. Bond Counsel expresses no opinion regarding the applicability of the federal corporate alternative minimum tax to the adjusted financial statement income of certain corporations.
54 Ownership of, or the receipt of interest on, tax-exempt obligations may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, certain foreign corporations doing business in the United States, certain S corporations with excess passive income, individual recipients of Social Security or Railroad Retirement benefits, taxpayers that may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations and taxpayers who may be eligible for the earned income tax credit. Bond Counsel expresses no opinion with respect to any collateral tax consequences and, accordingly, prospective purchasers of the Bonds should consult their tax advisors as to the applicability of any collateral tax consequences.

Certain requirements and procedures contained or referred to in the Indentures, the Tax Certificates or other documents pertaining to the Bonds may be changed, and certain actions may be taken or not taken, under the circumstances and subject to the terms and conditions set forth in such documents, upon the advice or with the approving opinion of counsel nationally recognized in the area of tax-exempt obligations. Bond Counsel expresses no opinion as to the effect of any change to any document pertaining to the Bonds or of any action taken or not taken where such change is made or action is taken or not taken without the approval of Norton Rose Fulbright US LLP or in reliance upon the advice of counsel other than Norton Rose Fulbright US LLP with respect to the exclusion from gross income of the interest on the Bonds for federal income tax purposes.

Bond Counsel’s opinion is not a guarantee of result, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and judicial decisions and the representations and covenants of the Successor Agency described above. No ruling has been sought from the Internal Revenue Service (the “IRS”) with respect to the matters addressed in the opinion of Bond Counsel, and Bond Counsel’s opinion is not binding on the IRS. The IRS has an ongoing program of examining the tax-exempt status of the interest on municipal obligations. If an examination of the Bonds is commenced, under current procedures the IRS is likely to treat the Successor Agency as the “taxpayer,” and the owners of the Bonds would have no right to participate in the examination process. In responding to or defending an examination of the tax-exempt status of the interest on the Bonds, the Successor Agency may have different or conflicting interests from the owners. Additionally, public awareness of any future examination of the Bonds could adversely affect the value and liquidity of the Bonds during the pendency of the examination, regardless of its ultimate outcome.

Tax Accounting Treatment of Bond Premium and Original Issue Discount Bond Premium. To the extent a purchaser acquires a Bond at a price in excess of the amount payable at its maturity, such excess will constitute “bond premium” under the Code. The Code and applicable Treasury Regulations provide generally that bond premium on a tax-exempt obligation is amortized over the remaining term of the obligation (or a shorter period in the case of certain callable obligations) based on the obligation's yield to maturity (or shorter period in the case of certain callable obligations). The amount of premium so amortized reduces the owner’s basis in such obligation for federal income tax purposes, though such amortized premium is not deductible for federal income tax purposes. This reduction in basis will increase the amount of any gain (or decrease the amount of any loss) recognized for federal income tax purposes upon a sale or other taxable disposition of the obligation.

Bond Counsel is not opining on the accounting for bond premium or the consequence to a Bond purchaser of purchasing a Bond with bond premium. Accordingly, persons considering the purchase of Bonds with bond premium should consult their own tax advisors with respect to the determination of bond premium on such Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and disposing of such Bonds.

Original Issue Discount. The excess, if any, of the stated redemption price at maturity of Bonds of a particular maturity over the initial offering price to the public of the Bonds of that maturity at which a 55 substantial amount of the Bonds of that maturity is sold to the public is “original issue discount.” Original issue discount accruing on a Bond is treated as interest excluded from the gross income of the owner thereof for federal income tax purposes under the same conditions and limitations as are applicable to interest payable on such Bond. Original issue discount on a Bond of a particular maturity purchased pursuant to the initial public offering at the initial public offering price at which a substantial amount of the Bonds of that maturity is sold to the public accrues on a semiannual basis over the term of the Bond on the basis of a constant yield; and within each semiannual period accrues on a ratable daily basis. The amount of original issue discount on a Bond accruing during each period is added to the adjusted basis of such Bond, which will affect the amount of taxable gain upon disposition (including sale, redemption or payment on maturity) of such Bond. The Code includes certain provisions relating to the accrual of original issue discount in the case of purchasers that purchase Bonds other than at the initial offering price. Bond Counsel is not opining on the accounting for or consequence to a Bond purchaser of purchasing a Bond with original issue discount. Accordingly, persons considering the purchase of Bonds with original issue discount should consult their own tax advisors with respect to the determination of original issue discount on such Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and disposing of such Bonds.

Information Reporting and Backup Withholding
Interest paid on the Bonds will be subject to information reporting in a manner similar to interest paid on taxable obligations. Although such reporting requirement does not, in and of itself, affect the excludability of such interest from gross income for federal income tax purposes, such reporting requirement causes the payment of interest on the Bonds to be subject to backup withholding if such interest is paid to beneficial owners who (a) are not “exempt recipients,” and (b) either fail to provide certain identifying information (such as the beneficial owner’s taxpayer identification number) in the required manner or have been identified by the IRS as having failed to report all interest and dividends required to be shown on their income tax returns. Generally, individuals are not exempt recipients, whereas corporations and certain other entities are exempt recipients. Amounts withheld under the backup withholding rules from a payment to a beneficial owner are allowed as a refund or credit against such beneficial owner’s federal income tax liability so long as the required information is furnished to the IRS.

State Tax Exemption
In the further opinion of Bond Counsel, interest on the Bonds is exempt from personal income taxes imposed by the State of California.

Future Developments
Existing law may change to reduce or eliminate the benefit to owners of the Bonds of the exclusion of the interest on the Bonds from gross income for federal income tax purposes or of the exemption of interest on the Bonds from State of California personal income taxation. Any proposed legislation, whether or not enacted, or administrative action, whether or not taken, could also affect the value and marketability of the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors with respect to any proposed or future change in tax law.

A copy of the forms of opinions of Bond Counsel relating to the Bonds are included in APPENDIX B attached hereto.
56 UNDERWRITING
The 2024A Bonds are being purchased by Raymond James & Associates, Inc. (the “Underwriter”). The Underwriter has agreed to purchase the 2024A Bonds at a price of $_____ (being the principal amount of the 2024A Bonds plus [net] premium of $_____ and less an underwriter’s discount of $_____). The Underwriter will purchase all of the 2024A Bonds if any are purchased.

The 2024B Bonds are being purchased by the Underwriter. The Underwriter has agreed to purchase the 2024B Bonds at a price of $_____ (being the principal amount of the 2024B Bonds plus [net] premium of $_____ and less an underwriter’s discount of $_____). The Underwriter will purchase all of the 2024B Bonds if any are purchased.

MUNICIPAL ADVISOR
The Successor Agency has retained Fieldman, Rolapp & Associates, Inc., as its Municipal Advisor in connection with the authorization, issuance, sale and delivery of the Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. The Municipal Advisor is an independent registered municipal advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities.

VERIFICATION OF MATHEMATICAL ACCURACY
Causey Demgen & Moore P.C., a firm of certified public accountants, 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 Successor Agency, relating to the sufficiency of monies deposited into the Escrow Funds created under the 2014A Escrow Agreement and the 2014B Escrow Agreement to pay, when due, the principal, whether at maturity or upon prior redemption, interest and redemption premium, if any, requirements with respect to the Refunded 2014A Bonds and the Refunded 2014B Bonds, respectively.

The reports of Causey Demgen & Moore P.C., 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.

LITIGATION
There is no action, suit or proceeding known to the Successor Agency to be pending and notice of which has been served upon and received by the Successor 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 Successor Agency taken with respect to any of the foregoing.

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. 57 RATINGS
S&P Global Raging (“S&P”) has assigned its rating of “[____]” to the 2024A Bonds. S&P has assigned its rating of “[___]” to the 2024B Bonds. The ratings reflect only the view of S&P as to the credit quality of the Bonds, and explanation of the significance of the ratings may be obtained from S&P.

There is no assurance that the rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by S&P, if in the judgment of S&P, 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 (the “Continuing Disclosure Agreement”) relating to the Bonds, by and between the Successor Agency and Willdan Financial Services, as Dissemination Agent, the Successor Agency has covenanted for the benefit of the holders and beneficial owners of the Bonds to provide certain financial information and operating data relating to the Successor Agency not later than March 31 following the end of the Successor Agency’s Fiscal Year (which Fiscal Year presently ends on June 30) (the “Annual Report”), commencing with the report for Fiscal Year 2023-24, and to provide notices of the occurrence of certain enumerated events. The Annual Report and notices of enumerated events, if any, will be filed by the Successor Agency or its agent with the Municipal Securities Rulemaking Board. The specific nature of the information to be contained in the Annual Report and the notice of certain enumerated events is set forth in “APPENDIX D – FORM OF CONTINUING DISCLOSURE AGREEMENT” herein. These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). [In connection with the 2007A and 2007B Bonds and 2004B Bonds, the Successor Agency did not timely file notices of rating changes. Notices of such changes have been made through the EMMA system.]

APPROVAL OF LEGAL PROCEEDINGS
The issuance of the Bonds is subject to the approving opinion of Bond Counsel, to be delivered in substantially the form set forth in APPENDIX B attached hereto. Norton Rose Fulbright US LLP, in its role as Bond Counsel has undertaken no responsibility to the owners of the Bonds for the accuracy, completeness or fairness of this Official Statement or any other offering material related to the Bonds, and expresses no opinion to the Owners with respect thereto. Certain legal matters also will be passed upon by Best Best & Krieger LLP, as Underwriter’s Counsel.
[Remainder of Page Intentionally Left Blank]
58 EXECUTION AND DELIVERY
The execution and delivery of this Official Statement by its Chief Financial Officer has been duly authorized by the Successor Agency.

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF

CATHEDRAL CITY
By:

Chief Financial Officer
61268158.3 A-1-1
APPENDIX A-1
SUMMARY OF CERTAIN PROVISIONS OF THE 2024A INDENTURE
A-2-1
APPENDIX A-2
SUMMARY OF CERTAIN PROVISIONS OF THE 2024B INDENTURE
B-1-1

APPENDIX B

FORMS OF BOND COUNSEL OPINION
Successor Agency to the Redevelopment Agency
of the City of Cathedral City
Cathedral City, California
$_______
Successor Agency to
the Redevelopment Agency of the City of Cathedral City
Tax Allocation Revenue Refunding Bonds,
Series 2024A
(Merged Redevelopment Project Area)
Ladies and Gentlemen:

We have acted as bond counsel to the Successor Agency to the Redevelopment Agency of the City of Cathedral City (the “Successor Agency”) in connection with the issuance of its Tax Allocation Revenue Refunding Bonds, Series 2024A (Merged Redevelopment Project Area) (the “2024A Bonds”) in the aggregate principal amount of $_________. The issuance of the 2024A Bonds was authorized by the Successor Agency pursuant to Resolution No. 2014-01 adopted on May 14, 2014 (the “Resolution”) and by the Oversight Board for the Successor Agency pursuant to Resolution No. 013-2014-24 adopted on May 15, 2014 (the “Oversight Board Resolution”). The 2024A Bonds will be issued pursuant to the Constitution and laws of the State of California, including Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Bond Law”) and 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 “Redevelopment Law”). The 2024A Bonds are also being issued pursuant to an Indenture, dated as of July 1, 2024 (the “2024A Indenture”), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2024A Trustee”).

As bond counsel, we have examined applicable provisions of the Bond Law and copies certified to us as being true and complete copies of the proceedings of the Successor Agency and the Oversight Board for the authorization and issuance of the 2024A Bonds, including the Resolution, the Oversight Board Resolution, the 2024A Indenture and the Tax Certificate (as defined below). Our services as bond counsel were limited to an examination of such proceedings and to the rendering of the opinions set forth below. In this connection we have also examined such certificates of public officials and officers of the Successor Agency as we have considered necessary for the purposes of this opinion.

We have assumed the genuineness of all documents and signatures presented to us. We have not undertaken to verify independently, and have assumed, the accuracy of the factual matters represented, warranted or certified in the documents. Furthermore, we have assumed compliance with all covenants and agreements contained in the 2024A Indenture and the Tax Certificate. In addition, we call attention to the fact that the rights and obligations under the 2024A Bonds and the 2024A Indenture are subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other similar laws affecting creditors’ rights, to the application of equitable principles, to the possible B-1-2
unavailability of specific performance or injunctive relief, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public agencies in the State of California.

Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions:

1. The 2024A Bonds constitute valid and binding obligations of the Successor Agency, payable as to principal and interest from Pledged Tax Revenues and Surplus Housing Tax Revenues, if any, as provided in the 2024A Indenture.

2. The 2024A Indenture has been duly and validly authorized, executed and delivered by the Successor Agency and, assuming the 2024A Indenture constitutes the legally valid and binding obligation of the 2024A Trustee, constitutes the legally valid and binding obligation of the Successor Agency, enforceable against the Successor Agency in accordance with its terms.

3. Under existing statutes, regulations, rulings and court decisions, interest on the 2024A Bonds is exempt from personal income taxes of the State of California and, assuming compliance with the covenants mentioned herein, interest on the 2024A Bonds is excluded pursuant to section 103(a) of the Internal Revenue Code of 1986 (the “Code”) from the gross income of the owners thereof for federal income tax purposes. It is our further opinion that, under existing statutes, regulations, rulings and court decisions, the 2024A Bonds are not “specified private activity bonds” within the meaning of section 57(a)(5) of the Code and, therefore, that interest on the 2024A Bonds will not be treated as an item of tax preference for purposes of computing the alternative minimum tax imposed by section 55 of the Code. Receipt or accrual of interest on 2024A Bonds owned by a corporation may affect the computation of the alternative minimum taxable income. A corporation’s alternative minimum taxable income is the basis on which the alternative minimum tax imposed by section 55 of the Code will be computed.

The Code imposes certain requirements that must be met subsequent to the issuance and delivery of the 2024A Bonds for interest thereon to be and remain excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes.

Non-compliance with such requirements could cause the interest on the 2024A Bonds to fail to be excluded from the gross income of the owners thereof retroactive to the date of issuance of the 2024A Bonds. Pursuant to the 2024A Indenture and the Tax Certificate Pertaining to Arbitrage and Other Matters under Sections 103 and 141-150 of the Internal Revenue Code of 1986 (the “Tax Certificate”) being delivered by the Successor Agency in connection with the issuance of the 2024A Bonds, the Successor Agency is making representations relevant to the determination of, and is undertaking certain covenants regarding or affecting, the exclusion of interest on the 2024A Bonds from the gross income of the owners thereof for federal income tax purposes. In reaching our opinions described in the immediately preceding paragraph, we have assumed the accuracy of such representations and the present and future compliance by the Successor Agency with such covenants. Further, except as stated in the preceding paragraph, we express no opinion as to any federal or state tax consequence of the receipt of interest on, or the ownership or disposition of, the 2024A Bonds. Furthermore, we express no opinion as to any federal, state or local tax law consequence with respect to the 2024A Bonds, or the interest thereon, if any action is taken with respect to the 2024A Bonds or the proceeds thereof predicated or permitted upon the advice or approval of other counsel.

Our opinions are based on existing law, which is subject to change. Such opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to update or supplement our B-1-3
opinions to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in any law that may hereafter occur or become effective. Moreover, our opinions are not a guarantee of results and are not binding on the Internal Revenue Service; rather, such opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions and in reliance upon the representations and covenants referenced above.

No opinion is expressed herein on the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the 2024A Bonds.

This opinion is limited to the laws of the State of California and the federal laws of the United States.

Respectfully submitted,
B-2-1
[Delivery Date]
Successor Agency to the Redevelopment Agency
of the City of Cathedral City
Cathedral City, California
$______
Successor Agency to the
Redevelopment Agency of the City of Cathedral City
Tax Allocation Housing Revenue Refunding Bonds,
Series 2024B
(Merged Redevelopment Project Area)
Ladies and Gentlemen:

We have acted as bond counsel to the Successor Agency to the Redevelopment Agency of the City of Cathedral City (the “Successor Agency”) in connection with the issuance of its Tax Allocation Housing Revenue Refunding Bonds, Series 2024B (Merged Redevelopment Project Area) in the aggregate principal amount of $_______ (the “2024B Bonds”). The issuance of the 2024B Bonds was authorized by the Successor Agency pursuant to Resolution No. 2024-[__] adopted on April 24, 2024 (the “Resolution”) and by the Oversight Board for the Successor Agency pursuant to Resolution No. 2024- [__] adopted on May 15, 2024 (the “Oversight Board Resolution”). The 2024B Bonds will be issued pursuant to the Constitution and laws of the State of California, including Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Bond Law”) and 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 “Redevelopment Law”). The 2024B Bonds are also being issued pursuant to an Indenture, dated as of July 1, 2024 (the “2024B Indenture”), by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2024B Trustee”).

As bond counsel, we have examined applicable provisions of the Bond Law and copies certified to us as being true and complete copies of the proceedings of the Successor Agency and the Oversight Board for the authorization and issuance of the 2024B Bonds, including the Resolution, the Oversight Board Resolution, the 2024B Indenture and the Tax Certificate (as defined below). Our services as bond counsel were limited to an examination of such proceedings and to the rendering of the opinions set forth below. In this connection we have also examined such certificates of public officials and officers of the Successor Agency as we have considered necessary for the purposes of this opinion.

We have assumed the genuineness of all documents and signatures presented to us. We have not undertaken to verify independently, and have assumed, the accuracy of the factual matters represented, warranted or certified in the documents. Furthermore, we have assumed compliance with all covenants and agreements contained in the 2024B Indenture and the Tax Certificate. In addition, we call attention to the fact that the rights and obligations under the Bonds and the 2024B Indenture are subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other similar laws affecting creditors’ rights, to the application of equitable principles, to the possible unavailability of specific performance or injunctive relief, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public agencies in the State of California.

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Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions:

1. The 2024B Bonds constitute valid and binding obligations of the Successor Agency, payable as to principal and interest from Pledged Tax Revenues and Surplus Non- Housing Tax Revenues, if any, as provided in the 2024B Indenture.

2. The 2024B Indenture has been duly and validly authorized, executed and delivered by the Successor Agency and, assuming the 2024B Indenture constitutes the legally valid and binding obligation of the 2024B Trustee, constitutes the legally valid and binding obligation of the Successor Agency, enforceable against the Successor Agency in accordance with its terms.

3. Under existing statutes, regulations, rulings and court decisions, interest on the 2024B Bonds is exempt from personal income taxes of the State of California and, assuming compliance with the covenants mentioned herein, interest on the 2024B Bonds is excluded pursuant to section 103(a) of the Internal Revenue Code of 1986 (the “Code”) from the gross income of the owners thereof for federal income tax purposes. It is our further opinion that, under existing statutes, regulations, rulings and court decisions, the 2024B Bonds are not “specified private activity bonds” within the meaning of section 57(a)(5) of the Code and, therefore, that interest on the 2024B Bonds will not be treated as an item of tax preference for purposes of computing the alternative minimum tax imposed by section 55 of the Code. Receipt or accrual of interest on 2024B Bonds owned by a corporation may affect the computation of the alternative minimum taxable income. A corporation’s alternative minimum taxable income is the basis on which the alternative minimum tax imposed by section 55 of the Code will be computed.

The Code imposes certain requirements that must be met subsequent to the issuance and delivery of the 2024B Bonds for interest thereon to be and remain excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes.

Non-compliance with such requirements could cause the interest on the 2024B Bonds to fail to be excluded from the gross income of the owners thereof retroactive to the date of issuance of the 2024B Bonds. Pursuant to the 2024B Indenture and the Tax Certificate Pertaining to Arbitrage and Other Matters under Sections 103 and 141-150 of the Internal Revenue Code of 1986 (the “Tax Certificate”) being delivered by the Successor Agency in connection with the issuance of the 2024B Bonds, the Successor Agency is making representations relevant to the determination of, and is undertaking certain covenants regarding or affecting, the exclusion of interest on the 2024B Bonds from the gross income of the owners thereof for federal income tax purposes. In reaching our opinions described in the immediately preceding paragraph, we have assumed the accuracy of such representations and the present and future compliance by the Successor Agency with such covenants. Further, except as stated in the preceding paragraph, we express no opinion as to any federal or state tax consequence of the receipt of interest on, or the ownership or disposition of, the 2024B Bonds. Furthermore, we express no opinion as to any federal, state or local tax law consequence with respect to the 2024B Bonds, or the interest thereon, if any action is taken with respect to the 2024B Bonds or the proceeds thereof predicated or permitted upon the advice or approval of other counsel.

Our opinions are based on existing law, which is subject to change. Such opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to update or supplement our opinions to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in any law that may hereafter occur or become effective. Moreover, our opinions are not a guarantee of results and are not binding on the Internal Revenue Service; rather, such opinions represent B-2-3
our legal judgment based upon our review of existing law that we deem relevant to such opinions and in reliance upon the representations and covenants referenced above.

No opinion is expressed herein on the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the 2024B Bonds.

This opinion is limited to the laws of the State of California and the federal laws of the United States.

Respectfully submitted,
C-1

APPENDIX C

BOOK-ENTRY 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 Successor Agency takes no responsibility for the completeness or accuracy thereof. The Successor 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 Successor 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. The information set forth on such website is not incorporated herein by reference.

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-2
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 affect 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 Successor 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 Successor 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 Successor 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 Successor 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 Successor Agency or the Trustee. Under such circumstances, in the C-3
event that a successor depository is not obtained, certificates representing the Bonds are required to be printed and delivered.

The Successor 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 Successor Agency believes to be reliable, but the Successor Agency takes no responsibility for the accuracy thereof.

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APPENDIX D

FORM OF CONTINUING DISCLOSURE AGREEMENT
E-1

APPENDIX E
SUCCESSOR AGENCY PRIVATE-PURPOSE TRUST FUND – JUNE 30, 2023 F-1

APPENDIX F

STATE DEPARTMENT OF FINANCE APPROVAL LETTER
G-1

APPENDIX G
SUPPLEMENTAL INFORMATION – THE CITY OF CATHEDRAL CITY
The following information concerning the City of Cathedral City (the “City”) and surrounding areas is included only for the purpose of supplying general information regarding the community. Such information was obtained from sources the Successor Agency believes to be reliable as of the latest date when such information was available. The City takes no responsibility for the accuracy or completeness of such information.

The Bonds are not a debt of the City, County, the State or any of its political subdivisions, other than the Successor Agency, and neither the City, the County, the State nor any of its political subdivisions, other than the Successor Agency, is liable therefor.

General Information
The City is located in Riverside County (the “County”) in the Coachella Valley 115 miles southeast of downtown Los Angeles. The City was incorporated in 1981 and covers approximately 22 square miles and had an estimated population of 51,433 as of January 2023. The City is bordered by the City of Palm Springs to the west, the City of Rancho Mirage to the south and east, and an unincorporated area of the County to the north and northeast.

The City operates as a general law city under the council-manager form of government. There are four city council members and a separately-elected mayor. The mayor is elected for a two-year term.

The four council members are elected at large for alternating four-year terms; two each two-year election cycle.

The following table shows population estimates for the City, the County and the State of California for the past five years.

CITY OF CATHEDRAL CITY, RIVERSIDE COUNTY

POPULATION ESTIMATES
Year
(January 1)
City of
Cathedral City
Riverside
County
State of
California
2019 53,308 2,419,057 39,605,361
2020 53,494 2,440,719 39,648,938
2021 51,599 2,418,727 39,286,510
2022 51,621 2,430,976 39,078,674
2023 51,433 2,439,234 38,940,231
____________________
Source: State of California Department of Finance, Demographic Research Unit.

G-2
Top Taxpayers
The table below lists the top ten taxpayers for the City for fiscal year 2022-23.

CITY OF CATHEDRAL CITY

TOP TAXPAYERS
Taxpayer
Taxable
Assessed Value
(in thousands)
Percentage of Total
Taxable Assessed Value

1. Welk Park North $95,821 1.58%

2. MHC Date Palm LLC 36,441 0.60

3. Bobs LLC 33,481 0.55

4. CC RP LLC 21,694 0.36

5. MHH Cathedral City Holdings LLC 20,904 0.34

6. Frome Development Omega 20,083 0.33

7. Robertas LP 19,323 0.32

8. Ocotillo Place Apartments LLC 18,737 0.31

9. T Alliance One Palm Springs LLC 18,115 0.30

10. WH Campanile 141 17,113 0.28
Totals $301,712 4.97%
____________________
(1) Rankings are based on taxable assessed value, not property taxes paid.

Source: Riverside County Assessor’s Office
Principal Employers
The table below lists the principal employers for the City for 2023.

CITY OF CATHEDRAL CITY

PRINCIPAL EMPLOYERS
Employer Employee Range(1)
Percentage of Total City
Employment

1. Desert Princess Homeowners 250 - 499 .97% - 1.93%

2. Doubletree-Golf Resort 250 - 499 .97% - 1.93%

3. Target 250 - 499 .97% - 1.93%

4. Cathedral City High School 100 - 249 0.39% - .96%

5. City of Cathedral City 100 - 249 0.39% - .96%

6. CA Developmental Services 100 - 249 0.39% - .96%

7. Honda of the Desert 100 - 249 0.39% - .96%

8. Jessup Auto Plaza 100 - 249 0.39% - .96%

9. Nellie N. Coffman Middle School 100 - 249 0.39% - .96%

10. Quick Lane Tire & Auto Center 100 - 249 0.39% - .96%

11. Stater Bros. Markets (Ramon) 100 - 249 0.39% - .96%

12. Stater Bros . Markets (Vista Chino) 100 - 249 0.39% - .96%

13. Toyota of the Desert 100 - 249 0.39% - .96%

14. Addus Healthcare 100 - 249 0.39% - .96%

15. Palm Springs Motors 100 - 249 0.39% - .96%
Totals 1,750 - 3,987 6.76% - 15.39%
____________________
(1) Total employees by employer are presented as a range as specific employer totals are not available. In addition, the percentage of total city employment is also presented as a range.

Source: U.S. Department of Labor, Bureau of Labor Statistics; State of California, Employment Development Department, Labor Market Info (information provided by Infogroup).

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Commercial Activity
A summary of the significant categories of historic taxable sales within the City during the past five available years is shown in the following table. 2023 taxable transaction figures for the City are not yet available.

CITY OF CATHEDRAL CITY
Taxable Transactions
(dollars in thousands)
Category 2018 2019 2020 2021 2022
Motor Vehicle and Parts Dealers $431,381 $438,361 $468,128 $586,577 $607,996 Home Furnishings and Appliance Stores 9,489 6,504 6,082 8,253 7,508 Bldg. Materials and Gardening Equipment 13,372 11,670 11,688 14,576 15,810 Food and Beverage Stores 38,864 40,359 42,675 44,165 46,579 Gasoline Stations 81,609 81,826 68,316 96,752 104,334
Clothing and Accessories Stores 4,090 2,192 1,562 6,546 6,991 General Merchandise Stores 33,103 31,795 36,547 38,920 38,619 Food Services and Drinking Places 79,833 86,679 74,546 99,245 110,242 Other Retail 42,596 43,610 45,385 48,298 46,211
All Other Outlets 114,593 124,519 113,976 168,553 206,033 Total(1) $848,930 $867,514 $868,899 $1,111,885 $1,190,322 ____________________
Source: State of California, Board of Equalization.
(1) Totals may not add-up due to rounding.

G-4
Construction Trends
Provided below are the building permits and valuations for the County for calendar years 2018 through 2022. 2023 figures not yet available.

COUNTY OF RIVERSIDE
New Construction
(dollars in thousands) (1) (2)
2018 2019 2020 2021 2022
Permit Valuation
New Single-family $2,200,021 $1,834,822 $2,315,365 $2,013,158 $2,429,329 New Multi-family 232,707 282,465 93,149 149,081 339,474 Res. Alternations/Additions 125,354 158,118 110,789 100,402 152,309 Total Residential $2,558,081 $2,275,405 $2,519,303 $2,262,641 $2,921,112 New Commercial $ 703,977 $ 312,035 N/A N/A N/A
New Industrial 529,326 493,872 N/A N/A N/A
New Other 410,606 179,861 N/A N/A N/A
Com. Alterations/Additions 315,771 300,087 N/A N/A N/A Total Nonresidential $1,959,680 $1,285,856 $1,153,777 $1,543,997 $1,701,618 TOTAL $4,517,761 $3,561,261 $3,673,080 $3,806,638 $4,622,730 New Dwelling Units
Single Family 7,540 6,563 8,443 7,360 8,863
Multiple Family 1,628 1,798 723 1,126 2,861
TOTAL 9,168 8,361 9,166 8,486 11,724
____________________
(1) Includes churches and religious buildings, hospitals and institutional buildings, schools and educational buildings, residential garages, public works and utilities buildings and other non-residential buildings and structures. (2) Totals may not add-up due to rounding.

Source: Construction Industry Research Board for 2018 through 2022.

Transportation
The City is located along Interstate 10 and parallels State Route 111. Interstate 10 is the principal transportation artery for the County. Local public transit within the City and the County of Riverside is provided by Sunline Transit. Greyhound service is available from Palm Springs. Air passenger and cargo service is available at Palm Springs Regional Airport which is two miles west of the City. This airport affords travelers the services of all major airlines. Bermuda Dunes, a private airport, is located eight miles northeast of the City.

Rail service is available on the Union Pacific main line and Amtrak passenger rail service is available in Indio and Palm Springs, California. There is truck transportation and shipping services from the City to Los Angeles, San Francisco, San Diego and Phoenix. Other transportation services include rail and truck shipping services and passenger rail service to Indio and Palm Springs.

Utilities
Natural gas, electricity and telephone service in the City are provided by Southern California Gas Company, Southern California Edison and Verizon Incorporated. Coachella Valley Water District and Desert Water Agency provide water and sewer service to the City.

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Community Information
Public Safety. The City provides police services to its residents through its Police Department.

The Cathedral City Fire Department provides residents and visitors with emergency response, disaster preparedness, fire prevention, code enforcement and paramedic ambulance services as well as public education on relevant safety topics.

Education. The City currently has seven primary/middle schools (six public and one private) and two high schools (one public and one private). Secondary education is available to students at seven colleges and universities offering bachelors, masters and doctoral programs, including the University of California-Riverside and the University of California-San Diego, and their branch campuses located within a 10 mile radius of the City. The closest college, the College of the Desert, is a fully accredited community college bestowing various associate degrees. The college works with local business providing contract education and a comprehensive array of training and management programs for students.

Healthcare. The Coachella Valley offers a variety of health centers and services ranging from pediatric to geriatric medicine. Health care is available through the Eisenhower Medical Center located five miles away in Rancho Mirage, the Desert Regional Medical Center, a 393-bed acute care facility and trauma center, located 6 miles away in Palm Springs and the John F. Kennedy Memorial Hospital located approximately 18 miles away in Indio, California. The Desert Regional Medical Center offers an array of specialty services to residents, including the International Heart Institute of Palm Springs, the Comprehensive Cancer Centers of the Desert, Women and Infant Center, home health and hospice services, the Arthritis Institute, the Health Key Plus senior program and other programs. Also available is the Betty Ford Center for the treatment of chemical dependency, the Barbara Sinatra Children's Center and the Annenberg Center for Health Sciences.

Library. The City’s 20,000 square foot library opened in 1996. The library serves the community as a reference center providing basic business, legal and medical information as well as general reference materials. The library provides a Spanish language collection and a host of exhibits, historical collections, art, and computer services (including free access to the Internet and word processing). In addition to these resources, the library provides study rooms, a community room, an adult literacy program and a story room.

Recreation. The City, through its Community Partnerships, assists in offering a variety of programs to adults and children. There are over 22 acres of parks for leisure and recreational use. The City has several golf courses, including the Cimarron Golf Resort, the Cathedral Canyon Golf and Tennis Club, The Desert Princess Country Club and Date Palm Country Club. The City's Town Square is the venue for numerous outdoor festivals, concerts and arts and crafts show. Other entertainment activities are available at the old Hollywood style Mary Pickford Theater, host of the annual Festival of Festivals, the Civic Center and the six-story IMAX Theater complex.

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APPENDIX H
FISCAL CONSULTANT’S REPORT
61268156.4

INDENTURE
Dated as of July 1, 2024
by and between the

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY,
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Relating to
$[PAR AMOUNT]
Successor Agency to the
Redevelopment Agency of the City of Cathedral City
Tax Allocation Revenue Refunding Bonds,
Series 2024A
(Merged Redevelopment Project Area)

TABLE OF CONTENTS
Page
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ARTICLE I DETERMINATIONS; DEFINITIONS....................................................................................3 Section 1.1 Findings and Determinations.................................................................................3 Section 1.2 Definitions .............................................................................................................3 Section 1.3 Rules of Construction ..........................................................................................12 ARTICLE II AUTHORIZATION AND TERMS......................................................................................12 Section 2.1 Authorization of Bonds .......................................................................................12 Section 2.2 Term of Bonds.....................................................................................................13 Section 2.3 Reserved. .............................................................................................................14 Section 2.4 Form of Bonds.....................................................................................................14 Section 2.5 Execution of Bonds .............................................................................................14 Section 2.6 Transfer of Bonds ................................................................................................14 Section 2.7 Exchange of Bonds..............................................................................................15 Section 2.8 Registration Books ..............................................................................................15 Section 2.9 Temporary Bonds ................................................................................................15 Section 2.10 Bonds Mutilated, Lost, Destroyed or Stolen .......................................................15 Section 2.11 Book-Entry Only System ....................................................................................15 Section 2.12 Successor Securities Depository; Transfers Outside Book-Entry Only System .................................................................................................................16 ARTICLE III ISSUANCE OF BONDS; APPLICATION OF PROCEEDS OF BONDS........................17 Section 3.1 Issuance of Bonds................................................................................................17 Section 3.2 Application of Proceeds of Bonds.......................................................................17 ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS; FUNDS AND ACCOUNTS....................17 Section 4.1 Security of Bonds; Equal Security ......................................................................17 Section 4.2 Revenue Fund; Reserve Fund..............................................................................18 Section 4.3 Transfer of Amounts............................................................................................18 Section 4.4 Costs of Issuance Fund........................................................................................20 Section 4.5 Surplus Fund........................................................................................................20 ARTICLE V COVENANTS OF THE SUCCESSOR AGENCY..............................................................20 Section 5.1 Covenants of the Successor Agency....................................................................20 ARTICLE VI THE TRUSTEE...................................................................................................................26 Section 6.1 Duties, Immunities and Liabilities of Trustee. ....................................................26 Section 6.2 Merger or Consolidation......................................................................................28 Section 6.3 Liability of Trustee. .............................................................................................28 Section 6.4 Right to Rely on Documents ...............................................................................30 Section 6.5 Preservation and Inspection of Documents .........................................................30 Section 6.6 Compensation and Indemnification.....................................................................30 Section 6.7 Investment of Moneys in Funds and Accounts ...................................................31 Section 6.8 Accounting Records and Financial Statements ...................................................32 Section 6.9 Appointment of Co-Trustee or Agent..................................................................32 ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE .....................................33 Section 7.1 Amendment Without Consent of Owners ...........................................................33

TABLE OF CONTENTS
(continued)
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Section 7.2 Amendment With Consent of Owners ................................................................33 Section 7.3 Effect of Supplemental Indenture........................................................................34 Section 7.4 Endorsement or Replacement of Bonds After Amendment ................................34 Section 7.5 Amendment by Mutual Consent..........................................................................34 Section 7.6 Opinion of Counsel..............................................................................................34 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS ...........................................34 Section 8.1 Events of Default and Acceleration of Maturities...............................................34 Section 8.2 Application of Funds Upon an Event of Default or Acceleration .......................36 Section 8.3 Power of Trustee to Control Proceedings............................................................36 Section 8.4 Limitation on Owner’s Right to Sue ...................................................................36 Section 8.5 Non-waiver ..........................................................................................................37 Section 8.6 Actions by Trustee as Attorney-in-Fact ..............................................................37 Section 8.7 Remedies Not Exclusive......................................................................................37 ARTICLE IX [RESERVED]......................................................................................................................38 ARTICLE X [RESERVED] .......................................................................................................................38 ARTICLE XI DEFEASANCE ...................................................................................................................38 Section 11.1 Discharge of Indenture ........................................................................................38 Section 11.2 Discharge of Liability on Particular Bonds .........................................................38 Section 11.3 Deposit of Money or Securities with Trustee......................................................39 ARTICLE XII MISCELLANEOUS...........................................................................................................39 Section 12.1 Benefits Limited to Parties ..................................................................................39 Section 12.2 Successor is Deemed Included in All References to Predecessor.......................40 Section 12.3 [Reserved]............................................................................................................40 Section 12.4 Execution of Documents and Proof of Ownership by Owners ...........................40 Section 12.5 Disqualified Bonds ..............................................................................................40 Section 12.6 Waiver of Personal Liability ...............................................................................40 Section 12.7 Destruction of Canceled Bonds ...........................................................................40 Section 12.8 Notices.................................................................................................................41 Section 12.9 Partial Invalidity ..................................................................................................41 Section 12.10 Unclaimed Moneys..............................................................................................41 Section 12.11 Execution in Counterparts ...................................................................................42 Section 12.12 Governing Law....................................................................................................42 Section 12.13 Payments Due on Other Than a Business Day....................................................42 EXHIBIT A – FORM OF BOND ............................................................................................................A-1 SCHEDULE I – EXISTING NON-HOUSING DEBT.............................................................................S-1 61268156.4

INDENTURE
THIS INDENTURE is dated as of July 1, 2024 (this “Indenture”), by and between the

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY, a public body corporate and politic, duly organized and existing under the laws of the State of California (the “Successor Agency”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”);
WITNESSETH:

WHEREAS, the Redevelopment Agency of the City of Cathedral City (the “Predecessor 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 “Redevelopment Law”), and the powers of the Predecessor Agency included the power to issue bonds for any of its corporate purposes; and
WHEREAS, redevelopment plans for the Cathedral City Redevelopment Project Area No. 1, Cathedral City Redevelopment Project Area No. 2 and Cathedral City Redevelopment Project Area No. 3 in the City of Cathedral City, California (the “City”) were each adopted in compliance with all applicable legal requirements; and
WHEREAS, thereafter the Cathedral City Redevelopment Project Area No. 1, Cathedral City Redevelopment Project Area No. 2 and Cathedral City Redevelopment Project Area No. 3 were merged together on September 27, 2006, to create a merged redevelopment project area (the “Redevelopment Project Area”); and
WHEREAS, the Predecessor Agency previously caused the Cathedral City Public Financing Authority (the “Authority”) to issue revenue bonds secured by certain obligations of the Predecessor Agency including the following: (i) Senior Loan Agreement, dated as of April 1, 2000, by and among the Cathedral City Redevelopment Agency, BNY Western Trust Company, and the Authority, relating to Loan of $12,311,000.40 to Cathedral City Merged Redevelopment Project (the “Senior Loan Agreement”); (ii) Loan Agreement, dated as of October 1, 2002, by and among the Cathedral City Redevelopment Agency, BNY Western Trust Company, and the Authority, relating to Loan of $16,400,000 to Cathedral City Merged Redevelopment Project (the “2002 Merged Redevelopment Project Area Loan Agreement”); and (iii) Loan Agreement, dated as of October 1, 2002, by and among the Cathedral City Redevelopment Agency, BNY Western Trust Company, and the Authority, relating to Loan of $7,820,000 to Cathedral City Redevelopment Project No. 3 (the “2002 Project No. 3 Loan Agreement” and, together with the Senior Loan Agreement and the 2002 Merged Redevelopment Project Area Loan Agreement, the “Prior Loan Agreements”); and
WHEREAS, the Predecessor Agency previously issued $21,370,000 of Cathedral City Redevelopment Agency, Cathedral City Redevelopment Project No. 3, 2004 Tax Allocation Bonds, Series A (the “2004A Bonds”); $8,000,000 of Cathedral City Redevelopment Agency, Cathedral City Merged Redevelopment Project, 2005 Tax Allocation Bonds (the “2005A Merged Redevelopment Project Area Bonds”); and $5,000,000 of Cathedral City Redevelopment Agency, Cathedral City Redevelopment Project No. 3, 2005 Tax Allocation Bonds, Series A ( the “2005A Project No. 3 Bonds” and, together with the 2004A Bonds and the 2005A Merged Redevelopment Project Area Bonds, the “Prior Bonds,” 61268156.42
and such Prior Bonds together with the Prior Loan Agreements shall be referred to as the “Predecessor Agency Tax-Exempt Obligations”); and
WHEREAS, on June 28, 2011, the California Legislature adopted ABx1 26 to, inter alia, dissolve existing redevelopment agencies, including the Predecessor Agency; and WHEREAS, the California Supreme Court substantially upheld the provisions of ABx1 26 on December 29, 2011, resulting in the dissolution of the Predecessor Agency on February 1, 2012; and WHEREAS, to achieve debt service savings and therefor assist the local taxing entities, the Successor Agency previously issued its Tax Allocation Revenue Refunding Bonds, Series 2014A (Merged Redevelopment Project Area) (the “2014A Bonds”), in the initial aggregate principal amount of $46,140,000 and currently outstanding in the principal amount of $25,295,000, to prepay certain Predecessor Agency Tax-Exempt Obligations; and
WHEREAS, the Successor Agency desires to achieve debt service savings in accordance with ABx1 26 and AB 1484 and therefor assist the local taxing entities by refunding all or a portion of the 2014A Bonds with the proceeds of its Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Revenue Refunding Bonds, Series 2024A (Merged Redevelopment Project Area) (the “Bonds”); and
WHEREAS, the Successor Agency adopted Resolution No. 2024-[__], on April 24, 2024 approving the issuance of the Bonds and the Countywide Oversight Board for the County of Riverside adopted Resolution No. [___]-2024-[__], on [____], 2024 approving the issuance of the Bonds; and WHEREAS, 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 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, THIS INDENTURE WITNESSETH, that to secure the payment of the principal of and the interest 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 good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Successor Agency, the County and the Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the Bonds, as follows:
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ARTICLE I
DETERMINATIONS; DEFINITIONS
Section 1.1 Findings and Determinations. The Successor Agency has reviewed all proceedings heretofore taken, including all proceedings of the Oversight Board, and has found, as a result of such review, and hereby finds and determines that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, including but not limited to compliance with all applicable requirements of Section 34177.5 of the Health and Safety Code, 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.
“Adverse Change in State Law” means a change in State law, including any judicial decision, that adversely affects the ability of the Successor Agency to comply with or perform Section 5.1 Covenant 2 of this Indenture.
“Annual Debt Service” means, for any Bond Year, the principal and interest payable on the Outstanding Bonds in such Bond Year.
“Authority” means the Cathedral City Public Financing Authority. “Authorized Denomination” means $5,000 and any integral multiple thereof. “Bond” or “Bonds” means $[PAR AMOUNT] aggregate principal amount of Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Revenue Refunding Bonds, Series 2024A (Merged Redevelopment Project Area).
“Bond Counsel” means Norton Rose Fulbright US LLP or a successor thereto or a firm of attorneys acceptable to the Successor Agency of nationally recognized standing in matters pertaining to the exclusion of interest on bonds from the gross income of the holders thereof issued by states and political subdivisions.
“Bond Year” means the twelve (12) month period commencing on August 2 of each year, provided that the first Bond Year shall extend from the Delivery Date to and including August 1, 2024. “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.
“City” means City of Cathedral City, California.
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“Code” means the Internal Revenue Code of 1986.
“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated the Delivery Date, by and between the Successor Agency and the dissemination agent named therein, 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, as of the date hereof, located at the address set forth for the Trustee in Section 12.8 hereof, or such other or additional offices as may be specified to the Successor Agency by the Trustee in writing; provided, however, that for purposes of the surrender or presentation of Bonds for payment, transfer or exchange, such corporate trust office shall be the designated corporate trust agency or operations office of the Trustee. “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, verification agent fees, fees and expenses of Bond Counsel and Disclosure Counsel, other legal fees and expenses relating to the approval of the Bonds, this Indenture, other related documents and certificates and matters related thereto, costs of preparing the Bonds and printing the Official Statement, fees of municipal consultants, redevelopment consultants, bond insurance or surety premium, if any, 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 4.4 of this Indenture. “County” means the County of Riverside, California.
“Debt Service Coverage” means, for each Bond Year, Pledged Tax Revenues divided by Annual Debt Service.
“Defeasance Securities” means:

1. Cash

2. Obligations of, or obligations guaranteed as to principal and interest by, the United States of America or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States of America including:
•U.S. treasury obligations
•All direct or fully guaranteed obligations
•Farmers Home Administration
•General Services Administration
•Guaranteed Title XI financing
•Government National Mortgage Association (GNMA)
•State and Local Government Series
Any security used for defeasance must provide for the timely payment of principal and interest and cannot be callable or prepayable prior to maturity or earlier redemption of the 61268156.45
rated debt (excluding securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date). “Delivery Date” means the date on which the Bonds are delivered to the initial purchaser or purchasers 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, as amended on June 27, 2012 by Assembly Bill No. 1484, enacted as Chapter 26, Statutes of 2012 (as amended from time to time).
“DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.
“EMMA” means the Electronic Municipal Market Access System, a facility of the Municipal Securities Rulemaking Board, at www.emma.msrb.org.
“Escrow Agent” means Computershare Trust Company, N.A., and its successors and assigns. “Escrow Agreement” means the Escrow Agreement, dated as of July 1, 2024, by and between the Successor Agency and the Escrow Agent.
“Escrow Account” means the escrow account established and held by the Escrow Agent pursuant to the Escrow Agreement.
“Existing Housing Debt” means (i) Successor Agency to the Redevelopment Agency of the City of Cathedral City Taxable Tax Allocation Revenue Refunding Bonds, Series 2014B (Merged Redevelopment Project Area), maturing on August 1, 2024, (ii) Successor Agency to the Redevelopment Agency of the City of Cathedral City Taxable Tax Allocation Housing Revenue Refunding Bonds, Series 2014C (Merged Redevelopment Project Area), (iii) Successor Agency to the Redevelopment Agency of the City of Cathedral City Taxable Tax Allocation Housing Revenue Refunding Bonds, Series 2024B (Merged Redevelopment Project Area), and (iv) any obligation of the Successor Agency that, prior to the Dissolution Act, would have been payable from amounts deposited in the Predecessor Agency’s low and moderate income housing fund.
“Existing Non-Housing Debt” means the obligations set forth on Schedule I hereto that are outstanding.
“Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term “fair market value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit the value of which is determined in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) the value of which is determined in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security-State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State, but only if at all times during which the investment is held its yield is reasonably expected to be 61268156.46
equal to or greater than the yield on a reasonably comparable direct obligation of the United States of America.
“Fitch” means Fitch Ratings, Inc. and its successors and assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Successor Agency. “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. “Health and Safety Code” means the Health and Safety Code of the State of California. “Indenture” means this Indenture, dated as of July 1, 2024, by and between the Successor Agency and the Trustee.
“Independent Financial Consultant,” “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 or as financial advisor for fiscal consultant with respect to 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. “Interest Account” means the account by that name established in Section 4.3 of this Indenture. “Interest Payment Date” means February 1 and August 1, commencing [August 1, 2024] so long as any of the Bonds remain Outstanding hereunder.
“Investment Agreement” means investment agreements when collateralized by United States of America guaranteed and direct obligation securities and such collateral is held by a third party institution and marked to market on a weekly basis to a minimum of the value of the outstanding balance of the agreement. Investment Agreements must be limited to the final maturity of the Bonds. “Maximum Annual Debt Service” means, as of the date of calculation, the largest amount obtained by totaling, for the current or any future Bond Year, the sum of (a) the amount of interest payable on the Bonds, and any Parity Debt to be Outstanding in such Bond Year, assuming that principal thereof is paid as scheduled and that any mandatory sinking fund payments are made as scheduled, and (b) the amount of principal payable on the Bonds and any Parity Debt to be Outstanding in such Bond Year, including any principal required to be prepaid by operation of mandatory sinking fund payments.

For purposes of such calculation, there shall be excluded the principal of and interest on any Parity Debt to the extent the proceeds thereof are then deposited in a fully self-supporting escrow fund (the fully self- supporting nature of which is evidenced by a report prepared by an Independent Financial Consultant and any municipal bond insurance provider providing insurance with respect to any Outstanding Parity Debt) 61268156.47
from which amounts may not be released to the Agency unless the amount of Pledged Tax Revenues then to be received is not less than the percentage of Maximum Annual Debt Service required for the issuance of Parity Debt.
“Moody’s” means Moody’s Investors Service and its successors and assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Successor Agency. “Obligations” means obligations of the Successor Agency and includes, without limitation, bonds, notes, interim certificates, debentures or other obligations. “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 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:
(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;
(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 Health and Safety Code.
“Owner” shall mean either the registered owners of the Bonds, or, if the Bonds are registered in the name of The Depository Trust Company or another recognized depository, any applicable participant in such depository system.
“Parity Debt” means, any bonds, notes, loans, advances or other indebtedness payable by the Successor Agency on a parity with the Bonds pursuant to this Indenture, and includes Existing Non- Housing Debt listed in items 1 through 5 (but not item 6) of Schedule 1 hereto. “Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein (the Trustee is entitled to conclusively rely on a Written Request of the Successor Agency directing investment in such Permitted Investment as a certification by the Successor Agency to the Trustee that such Permitted Investment is a legal investment under the laws of the State), but only to the extent that the same are acquired at Fair Market Value:
(a) Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or obligations the timely payment of the principal of and interest on which are fully and unconditionally guaranteed by the United States of America, including instruments evidencing a direct ownership 61268156.48
interest in securities described in this clause such as Stripped Treasury Coupons rated the same rating as direct obligations of the United States of America by S&P and Moody’s and held by a custodian for safekeeping on behalf of holders of such securities.
(b) Bonds or notes which are exempt from federal income taxes and for the payment of which cash or obligations described in clause (a) of this definition in an amount sufficient to pay the principal of, premium, if any, and interest on when due have been irrevocably deposited with a trustee or other fiscal depositary and which are rated the same rating as direct obligations of the United States of America by S&P and Moody’s.
(c) Obligations, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following: Federal Home Loan Bank System, Government National Mortgage Association, Farmer’s Home Administration, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association or Federal Housing Administration.
(d) Deposit accounts, demand deposits, including interest bearing money market accounts, time deposits, trust funds, trust accounts, overnight bank deposits, interest-bearing deposits, other deposit products, certificates of deposit, including those placed by a third party pursuant to an agreement between the Trustee and the Successor Agency, or bankers acceptances of depository institutions, including the Trustee or any of its affiliates, bank deposit products or savings accounts (i) fully insured by the Federal Deposit Insurance Corporation or (ii) with banks whose short term obligations are rated no lower than A-1 by S&P and P-1 by Moody’s including those of the Trustee and its affiliates at the time of purchase.
(e) Federal funds or banker’s acceptances with a maximum term of one year of any bank that has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” or “A3” by Moody’s and “A-l” or “A” or better by S&P (including the Trustee and its affiliates). (f) Repurchase obligations with a term not exceeding 30 days pursuant to a written agreement between the Trustee and either a primary dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of the Securities Investor Protection Corporation (“SIPC”) or a federally chartered commercial bank whose long-term debt obligations are rated A or better by S&P and Moody’s, with respect to any security described in clause (1); provided that the securities which are the subject of such repurchase obligation (i) are free and clear of all liens, (ii) in the case of a SIPC dealer, were not acquired pursuant to a repurchase or reverse repurchase agreement, and (iii) are deposited with the Trustee and maintained through weekly market valuations in an amount equal to 104% of the invested funds plus accrued interest.
(g) Taxable government money market mutual fund portfolios that have a rating by S&P of Am-G or Am or better and rated in one of the three highest rating categories of Moody’s, subject to a maximum permissible limit equal to six months of principal and interest on the Bonds including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or sub-custodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered to such funds, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee.
61268156.49
(h) Tax-exempt government money market mutual fund portfolios that have a rating by S&P of Am-G or Am or better and rated in one of the three highest rating categories of Moody’s consisting of securities which are rated in one of the two highest Rating Categories of S&P and Moody’s subject to a maximum permissible limit equal to six months of principal and interest on the Bonds, including such portfolios for which the Trustee or an affiliate receives and retains a fee for services provided to the portfolio, whether as a custodian, transfer agent, investment advisor or otherwise.. (i) Money market mutual funds registered under the Investment Company Act of 1940, the shares in which are registered under the Securities Act of 1933 and that have a rating by S&P of AAAm-G or AAAm and rated in one of the two highest Rating Categories of Moody’s, including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or sub-custodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered to such funds, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee.
(j) Investment agreements, including guaranteed investment contracts, when collateralized by United States of America guaranteed and direct obligation securities and such collateral is held by a bank, insurance company or other financial institution whose long-term obligations are rated “AA” or higher by Fitch and S&P, respectively, or with a bank, insurance company or other financial institution guaranteed by an entity whose long-term obligations are rated “AA” or higher by Fitch and S&P, respectively, and marked to market on a weekly basis to a minimum of the value of the outstanding balance of the agreement. The following additional requirements shall apply to any investment agreement:
(i) the agreement shall be collateralized by United States of America guaranteed and direct obligation securities and such collateral shall be held by a third party institution and marked to market on a weekly basis to a minimum of the value of the outstanding balance of the agreement;
(ii) term must be limited to the final maturity of the Bonds; (iii) moneys invested thereunder may be withdrawn without any penalty, premium, or charge on not more than two (2) Business Days’ notice; provided, that such notice may be amended or cancelled at any time prior to the withdrawal date; (iv) the agreement is not subordinated to any other obligations of the provider; (v) the agreement provides that the Successor Agency in its sole discretion shall have the right to terminate such agreement if the provider’s ratings are downgraded below the requirements set forth in this paragraph (k); and
(vi) the Successor Agency receives an opinion of counsel that such agreement is an enforceable obligation of the provider.
(k) Any other investments which meet the criteria established by applicable published investment guidelines issued by each rating agency then rating the Bonds. 61268156.410
(l) The Local Agency Investment Fund of the State, created pursuant to Section 16429.1 of the California Government Code, to the extent the Trustee is authorized to register such investment in its name.

Ratings of Permitted Investments referred to herein shall be determined at the time of purchase of such Permitted Investments and without regard to rating subcategories. The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments or the responsibility to validate the ratings of Permitted Investments prior to the initial purchase.
“Pledged Tax Revenues” means all taxes annually allocated to the Successor Agency with respect to the Redevelopment Project Area pursuant to Article 6 of Chapter 6 (commencing with section 33670) of the Health and Safety Code and section 16 of Article XVI of the Constitution of the State and other applicable State laws and as provided in the Redevelopment Plan, including (a) all payments, subventions and reimbursements (if any) to the Successor Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations, and (b) all amounts of such taxes which prior to the adoption of the Dissolution Act were required to be deposited into the Predecessor Agency low and moderate income housing fund in any Fiscal Year pursuant to Section 33334.3 of the Redevelopment Law, but only to the extent permitted under the Redevelopment Law to be applied to the payment of the principal of, premium (if any) and interest on the Bonds and any Parity Debt; but (i) excluding all other amounts which prior to the adoption of the Dissolution Act were required to be deposited into the Predecessor Agency low and moderate income housing fund pursuant to Sections 33334.2, 33334.3 and 33334.6 of the Redevelopment Law, to the extent required to pay debt service on the obligations payable from amounts which prior to the adoption of the Dissolution Act were required to be deposited into the Predecessor Agency low and moderate income housing fund , (ii) excluding amounts payable by the State to the Successor Agency under and pursuant to the provisions of Chapter 1.5 of Part 1 of Division 4 of Title 2 (commencing with Section 16110) of the Government Code of the State, and (iii) excluding amounts payable which are required to be paid to any other public agency under Article 6 of Chapter 6 (commencing with section 33607.5 and 33607.7) of the Health and Safety Code or under agreement between the Successor Agency and such public agency, except and to the extent that any amounts so payable are payable on a basis subordinate to the payment of the Bonds, and any additional Parity Debt. “Predecessor Agency” means the Redevelopment Agency of the City of Cathedral City. “Principal Account” means the account by that name established in Section 4.3 of this Indenture. “Principal Payment Date” means August 1, commencing August 1, 20[__] so long as any of the Bonds remain Outstanding hereunder.
“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company, deposited with the Trustee pursuant to the Indenture, provided that all of the following requirements are met: (i) at the time of delivery of such letter of credit or surety bond, the long-term credit rating of such bank is within the two highest rating categories of Moody’s or S&P, or the claims paying ability of such insurance company is rated within the highest rating category of A.M. Best & Company and S&P; (ii) such letter of credit or surety bond has a term which ends no earlier than the last Interest Payment Date of the Bonds to which the Reserve Requirement applies; (iii) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to the Indenture; and (iv) the Trustee is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder amounts necessary to carry out the purposes specified in the Indenture, including the replenishment of the Interest Account or the Principal Account. 61268156.411
“Rating Agency” means Fitch, Moody’s or S&P.
“Recognized Obligation Payment Schedule” means a Recognized Obligation Payment Schedule, prepared and approved from time to time pursuant to subdivision (1) of Section 34177 of the Health and Safety Code.
“Record Date” means the fifteenth day of the month preceding any Interest Payment Date whether or not such day is a Business Day.
“Redevelopment Obligation Retirement Fund” means the fund created within the treasury of the Successor Agency pursuant to Section 34170.5 of the Health and Safety Code. “Redevelopment Plan” means the Merged Redevelopment Plan for the Merged Redevelopment Project Area and Redevelopment Project No. 3, approved by Ordinance No. 624, adopted September 27, 2006 by the City Council of the City, which Ordinance No. 624 ordered the merger of constituent project areas created pursuant to the following:
(i) The Amended and Restated Redevelopment Plan for the Cathedral City 2006 Merged Redevelopment Project Area approved with respect to Cathedral City Redevelopment Project No. 1 by Ordinance No. 472, adopted by the City Council of the City on January 28, 1998, and approved with respect to Cathedral City Redevelopment Project No. 2 by Ordinance No. 473, adopted by the City Council of the City on January 28, 1998, together with all amendments of the Redevelopment Plan at any time hereafter duly authorized and adopted pursuant to the Redevelopment Law; said Ordinances No. 472 and No. 473 having ordered the merger of Cathedral City Redevelopment Project No. 1, established by Ordinance No. 39, adopted by the City Council of the City on November 29, 1982, and Cathedral City Redevelopment Project No. 2, established by Ordinance No. 61 adopted by the City Council of the City on November 29, 1983, and
(ii) The Redevelopment Plan for the Cathedral City Redevelopment Project No. 3, approved by Ordinance No. 91 enacted by the City Council of the City on November 29, 1984, together with all amendments thereof at any time duly authorized pursuant to the Redevelopment Law.
“Redevelopment Project Area” means the project area described in the Redevelopment Plan. “Redevelopment Property Tax Trust Fund” means the Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section 34172 of the Health and Safety Code. “Reserve Fund” means the Fund by that name established in Section 4.3 hereof. “Reserve Requirement” means, as of each calculation date, an amount equal to the least of (i) Maximum Annual Debt Service on all Outstanding Bonds, (ii) 10% of the initial offering price to the public of the Bonds as determined under the Code, or (iii) 125% of the average Annual Debt Service as of the date of issuance of the Bonds, but will never exceed the initial Reserve Requirement. “Revenue Fund” means that trust fund established in Section 4.2 of this Indenture. “S&P Global Ratings” or “S&P” means S&P Global Ratings and its successors and assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities 61268156.412
rating agency, any other nationally recognized securities rating agency designated by the Successor Agency.
“State” means the State of California.
“Statutory Pass-Through Amounts” means amounts payable to affected taxing agencies pursuant to Sections 33607.5 and/or 33607.7 of the Health and Safety Code and Section 34183 of the Health and Safety Code.
“Supplemental Indenture” means any indenture then in full force and effect which has been duly adopted by the Successor Agency under the Health and Safety Code, 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; but only if and to the extent that such supplemental indenture is specifically authorized hereunder. “Surplus Housing Tax Revenues” means tax revenues allocable to the Successor Agency for payment of enforceable obligations pursuant to a Recognized Obligation Payment Schedule on deposit in or credited to the Redevelopment Property Tax Trust Fund that are not required to be deposited under an indenture for debt service on Existing Housing Debt or replenishment of any debt service reserve for Existing Housing Debt.
“Tax Certificate” means that certain Tax Certificate executed by the Successor Agency with respect to the Bonds.
“Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association, its successors and assigns, and any other banking corporation or association which may at any time be substituted in its place, as provided in this Indenture. “2014A Bonds” shall have the meaning set forth in the recitals hereto. “2024A Reserve Account” means the Account by that name established in Section 4.3 hereof. “Written Request of the Successor Agency” or “Written Certificate of the Successor Agency” means a request or certificate, in writing signed by the Chairperson, Executive Director, Secretary or Chief Financial 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.

ARTICLE II

AUTHORIZATION AND TERMS
Section 2.1 Authorization of Bonds. (a) The Bonds in the aggregate principal amount of $[PAR AMOUNT] are hereby authorized to be issued by the Successor Agency under and subject to the terms of this Indenture, the Health and Safety Code and the Act. The Bonds shall be designated the “Successor Agency to the Redevelopment Agency of the City of Cathedral City, Tax Allocation Revenue Refunding Bonds, Series 2024A (Merged Project Area)”. This Indenture constitutes a continuing 61268156.413
agreement with the Trustee for the benefit of the Owners of all of the Bonds hereunder and then Outstanding to secure the full payment of the principal of and interest on all Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained.
(b) The 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, from Pledged Tax Revenues, Surplus Housing Tax Revenues and other funds as hereinafter provided. The Bonds, interest and premium, if any, thereon are not a debt of the City, the County, the State or any of its political subdivisions (except the Successor Agency), and none of the City, the County, the State nor any of its political subdivisions (except the Successor Agency) is liable thereon. The Bonds, interest thereon and premium, if any, are not payable from any funds or properties other than those set forth in this Indenture.

None of the members of the Successor Agency Board, the Oversight Board, or any persons executing the Bonds is liable personally on the Bonds by reason of their issuance.

Nothing in this Indenture shall preclude: (a) the payment of the Bonds from the proceeds of refunding bonds issued pursuant to this Indenture, the Health and Safety Code and the Act, as applicable, or (b) the payment of the Bonds from any legally available funds other than Pledged Housing Tax Revenues.

Section 2.2 Term of Bonds.

The Bonds shall be issued in fully registered form without coupons in Authorized Denominations and the Bonds shall mature on August 1, in the years and in the amounts and shall bear interest at the rates per annum as follows:

August 1
Principal
Amount
Interest
Rate August 1
Principal
Amount
Interest
Rate
$ % $ %
Interest on the 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 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 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. Principal of any Bond shall be paid upon presentation and surrender thereof, at maturity, at the Corporate Trust Office of the Trustee. Both the principal of and interest and premium 61268156.414
(if any) on the 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 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 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 Bond is authenticated on or before [July 15, 2024], in which event it shall bear interest from the Delivery Date; provided, however, that if, as of the date of authentication of any 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 Reserved.

Section 2.4 Form of Bonds. The Bonds, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the form set forth in Exhibit A 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 Bonds. The Bonds shall be executed on behalf of the Successor Agency by the signature of the Chairperson, the Executive Director or the Chief Financial Officer and the signature of its Secretary who are in office on the date of execution and delivery of this Indenture or at any time thereafter. Either or both of such signatures may be made manually or may be affixed by facsimile thereof. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on behalf of the Successor Agency by such persons as at the actual date of the execution of such Bond shall be the proper officers of the Successor Agency although on the date of such Bond any such person shall not have been such officer of the Successor Agency.

Only such of the Bonds as shall bear thereon a certificate of authentication in the form 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 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. If temporary Bonds are issued pursuant to Section 2.9 hereof, the temporary 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 Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive 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 Corporate Trust Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. Whenever any Bond or Bonds shall be surrendered for registration of transfer, the Successor Agency shall execute and the Trustee shall 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.

Prior to any transfer of the Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the 61268156.415
Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.7 Exchange of Bonds. Bonds may be exchanged at the Corporate Trust Office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations or the same 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.

Section 2.8 Registration Books. The Trustee will keep or cause to be kept, at its Corporate Trust Office, sufficient records for the registration and registration of transfer of the Bonds, which shall at all times during normal business hours be open to inspection by the Successor Agency 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 Corporate 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 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 System. It is intended that the Bonds, be registered so as to participate in a securities depository system with DTC (the “DTC System”), as set forth herein. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the 61268156.416
maturities and be 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 an Owner 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 an Owner, 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 an Owner, 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 in the manner provided in the Representation Letter.

Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks being mailed to the registered owner at the close of business on the Record Date applicable to any Interest Payment Date, the name “Cede & Co.” in this Indenture shall refer to such new nominee of DTC.

Section 2.12 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 Owner 61268156.417
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
ISSUANCE OF BONDS; APPLICATION OF

PROCEEDS OF BONDS
Section 3.1 Issuance of 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 Bonds, the Successor Agency shall execute and deliver the Bonds in the aggregate principal amount of $[PAR AMOUNT] 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 Bonds. On the Delivery Date the net proceeds of sale of the Bonds in the amount of $[_____] (representing the principal amount of the Bonds of $[_____], plus a [net] premium of $[_____], less an underwriter’s discount of $[_____]), shall be paid to the Trustee and such amount shall be applied as follows:
(i) The Trustee shall transfer to the Escrow Agent the amount of $[_____] from the Bond proceeds for deposit into the Escrow Account, as provided in the Escrow Agreement; (ii) The Trustee shall deposit the amount of $[_____] from the Bond proceeds into the 2024A Reserved Account; and
(iii) The Trustee shall deposit the amount of $[_____] from Bond proceeds into the 2024A Costs of Issuance Fund.

The Trustee may establish a temporary fund, account or subaccount in its records to facilitate and record such deposits and transfers.

ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS; FUNDS AND ACCOUNTS
Section 4.1 Security of Bonds; Equal Security. The Bonds shall be equally secured by a pledge of, security interest in and a first and exclusive lien on all of the Pledged Tax Revenues, whether held in the Redevelopment Property Tax Trust Fund or by the Successor Agency or the Trustee, and a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Revenue Fund (including the Interest Account and the Principal Account and all subaccounts in the foregoing) and in the Reserve Fund to the Trustee for the benefit of the Owners of the Outstanding Bonds. Such pledge and lien shall be on a parity with the Parity Debt.

The Bonds shall also be equally secured by a pledge of, security interest in and lien on Surplus Housing Tax Revenues, whether held in the Redevelopment Property Tax Trust Fund or by the Successor Agency or the Trustee, on a parity with the lien on Surplus Housing Tax Revenues given to Parity Debt.

The lien of Surplus Housing Tax Revenues is made pursuant to Section 34177.5(g) of the Health and Safety Code and other applicable law.
61268156.418
The principal of and interest on the Bonds shall be payable from Pledged Tax Revenues and Surplus Housing Tax Revenues, if any.

Except for the Pledged Tax Revenues, Surplus Housing Tax Revenues, if any, and moneys in the Revenue Fund (including the Interest Account, the Principal Account and all subaccounts in the foregoing) and the Reserve Fund (and all accounts therein), no funds or properties of the Successor Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest on the Bonds.

Notwithstanding anything herein to the contrary, however, if Pledged Tax Revenues and Surplus Housing Tax Revenues are insufficient for the deposits required hereunder or the payment of the principal of and interest on the Bonds, the Successor Agency may, but shall not be obligated, to make such deposits or pay such principal of and interest on the Bonds from other legally available funds.

This Indenture shall constitute a contract between the Successor Agency and the Trustee for the benefit of the Owners, and the covenants and agreements herein set forth to be performed on behalf of the Successor Agency and the Trustee shall be for the equal and proportionate benefit, security and protection of all Owners 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 Revenue Fund; Reserve Fund. There are hereby established special trust funds known as the “Revenue Fund” and the “Reserve Fund,” which funds shall be held by the Trustee in trust for Owners. The Trustee shall send the Successor Agency on each November 1 and April 1 a Written Request specifying the amount of Pledged Tax Revenues required to be deposited in the Revenue Fund and/or the Reserve Fund, as applicable. The Successor Agency shall remit the amount requested pursuant to such Written Request to the Trustee within two (2) Business Days of receipt of distributions of Pledged Tax Revenues on January 2 and June 1 of each year.

Section 4.3 Transfer of Amounts. There are hereby created separate Accounts within the Revenue Fund as set forth below, to be known respectively as the Interest Account and the Principal Account. Upon receiving Pledged Tax Revenues from the Successor Agency and Surplus Housing Tax Revenues, if any, the Trustee shall deposit all amounts received into the Revenue Fund or the Reserve Fund, as applicable, until such time during each Bond Year as the amounts so deposited equal the aggregate amounts required to be transferred to the Trustee in such Bond Year (i) for deposit into the Interest Account and the Principal Account of the Revenue Fund, and (ii) for deposit into the Reserve Fund, if necessary. Such deposits shall be in the following order of priority:

FirstInterest Account. Within the Interest Account, there is hereby created the “2024A Interest Subaccount” (the “Interest Subaccount”). On or before each Interest Payment Date, the Trustee shall set aside from the Revenue Fund and deposit in the Interest Subaccount an amount of money which, together with any money contained therein, is equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date. No deposit need be made into the Interest Subaccount if the amount contained therein is at least equal to the interest to become due and payable on all Outstanding Bonds on the Interest Payment Dates in such Bond Year. 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.

Second Principal Account. Within the Principal Account, there is hereby created the “2024A Principal Subaccount.” Herein referred as the “Principal Subaccount.” On or before each Principal Payment Date, the Trustee shall set aside from the Revenue Fund and deposit in the Principal Subaccount an amount of money which, together with any money contained therein, is equal to the aggregate amount of the principal becoming due and payable on the Outstanding Bonds on such Principal Payment Date. 61268156.419
No deposit need be made into the Principal Subaccount if the amount contained therein is at least equal to the principal to become due and payable on all Outstanding Bonds on the upcoming Principal Payment Date. 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 on the Outstanding Bonds as they become due and payable.

ThirdReserve Fund. Within the Reserve Fund, there is hereby created the 2024A Reserve Account. Herein referred to as the “Reserve Account.” Subject to this Indenture, all money in the Reserve Account will be used and withdrawn by the Trustee solely for the purpose of (i) making transfers to the Interest Account and the Principal Account, in such order of priority, in the event of any deficiency at any time in any of such Accounts or (ii) for the retirement of all the Bonds then Outstanding. Any amount in the Reserve Fund in excess of the Reserve Requirement for the Bonds shall be withdrawn from the Reserve Fund on or before the Interest Payment Date by the Trustee and deposited in the Interest Account. All amounts in any Account in the Reserve Fund five (5) Business Days before the final Interest Payment Date shall be withdrawn therefrom by the Trustee and transferred either (i) to the Interest Account and then Principal Account, to the extent required to make the deposits then required to be made hereunder, or (ii) if sufficient deposits have been made hereunder, then, as directed by the Successor Agency in any manner permitted by law pursuant to a Written Request of the Successor Agency.

The Reserve Requirement may be satisfied by crediting to the Reserve Fund moneys or a Qualified Reserve Fund Credit Instrument or any combination thereof, which in the aggregate make funds available in the Reserve Fund in an amount equal to the Reserve Requirement. Upon deposit of such Qualified Reserve Fund Credit Instrument, the Trustee shall transfer any excess amounts then on deposit in the Reserve Fund in excess of the Reserve Requirement into a segregated account of the Bond Fund, which monies shall be applied upon written direction of the Successor Agency either (i) to the payment within one year of the date of transfer of capital expenditures of the Successor Agency permitted by law, or (ii) to the redemption of Bonds on the earliest succeeding date on which such redemption is permitted hereby, and pending such application shall be held either not invested in investment property (as defined in section 148(b) of the Code), or invested in such property to produce a yield that is not in excess of the yield on the Bonds; provided, however, that the Successor Agency may by written direction to the Trustee cause an alternative use of such amounts if the Successor Agency shall first have obtained a written opinion of nationally recognized bond counsel substantially to the effect that such alternative use will not adversely affect the exclusion pursuant to section 103 of the Code of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes.

In any case where the Reserve Fund is funded with a combination of cash and a Qualified Reserve Fund Credit Instrument, the Trustee shall deplete all cash balances before drawing on the Qualified Reserve Fund Credit Instrument. With regard to replenishment, any available moneys provided by the Successor Agency shall be used first to reinstate the Qualified Reserve Fund Credit Instrument and second, to replenish the cash in the Reserve Fund. If the Qualified Reserve Fund Credit Instrument is drawn upon, the Successor Agency shall make payment of interest on amounts advanced under the Qualified Reserve Fund Credit Instrument after making any payments pursuant to this subsection.

Replenishment of Reserve Fund. The Trustee shall value the balances in the Accounts in the Reserve Fund on each October 1. If the balance in an Account in the Reserve Fund is less than the Reserve Requirement, the Trustee shall indicate the amount of such deficiency in a Written Request to the Successor Agency. Upon receipt of such Written Request, the Successor Agency shall immediately take all necessary action to cure such deficiency in such Account, including using best efforts to place the amount of such deficiency on a Recognized Obligation Payment Schedule. No transfers or deposits need 61268156.420
be made to any Account in the Reserve Fund so long as there is on deposit therein a sum at least equal to the Reserve Requirement.

Section 4.4 Costs of Issuance Fund. There is hereby established a separate fund to be known as the “2024A Costs of Issuance Fund,” which shall be held in trust by the Trustee. 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 the Fund. Each such Written Request of the Successor Agency shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. Six (6) 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 Revenue Fund.

Section 4.5 Surplus Fund. There is hereby established the “Surplus Fund.” Following the deposits described in Section 4.3 of this Indenture, the Trustee shall deposit any remaining Pledged Tax Revenues and Surplus Housing Tax Revenues into the Surplus Fund. Following such deposit, the Trustee shall transfer any Surplus Housing Tax Revenues and any Pledged Tax Revenues to the Successor Agency for the payment of any enforceable obligations of the Successor Agency, or, if no such payment is required, such amounts shall be distributed to the taxing entities pursuant to the Dissolution Act.

ARTICLE V

COVENANTS OF THE SUCCESSOR AGENCY
Section 5.1 Covenants of the Successor Agency. As long as the Bonds are Outstanding, 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 Owners which are necessary, convenient and desirable to secure the Bonds:

Covenant 1. Compliance with Health and Safety Code. The Successor Agency covenants that it will comply with all applicable requirements of the Health and Safety Code.

Covenant 2. Recognized Obligation Payment Schedule. Pursuant to Section 34177 of the Health and Safety Code, not less than 90-days prior to each January 2 and June 1 (or such other dates as are specified in the Health and Safety Code or other applicable law), the Successor Agency shall prepare and submit to the Successor Agency Oversight Board and the State Department of Finance, a Recognized Obligation Payment Schedule pursuant to which enforceable obligations of the Successor Agency are listed including, debt service with respect to the Bonds. Such Recognized Obligation Payment Schedule shall include all scheduled interest and principal payments on the Bonds that are due and payable on February and August 1 of the Bond Year ending on August 1 of the next ensuing calendar year, together with any amount required to replenish any Account in the Reserve Fund.

If, on January 2 of any year, the amount of Pledged Tax Revenues remitted by the County Auditor-Controller to the Successor Agency is less than the amount required pursuant to the preceding paragraph, then not less than 90-days prior to June 1 of such year, the Successor Agency shall prepare, and submit to the Successor Agency Oversight Board and the State Department of Finance, a Recognized Obligation Payment Schedule that includes the balance due. 61268156.421
Covenant 3. Punctual Payment. The Successor Agency covenants that it will duly and punctually pay or cause to be paid the principal of and interest on the Bonds on the date, at the place and in the manner provided in the Bonds, and that it will take all actions required under the Health and Safety Code to include debt service on the Bonds on the Recognized Obligation Payment Schedule, including any amounts required to replenish either Account within the Reserve Fund to the full amount of the Reserve Requirement.

Covenant 4. No Priority; No Additional Parity Bonds; Refunding Bonds; Other Obligations.

The Successor Agency covenants 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 on a parity with or superior to the lien under this Indenture for the Bonds; provided, that the Successor Agency may issue and sell refunding bonds payable from Pledged Tax Revenues on a parity with Outstanding Bonds, if (a) annual debt service on such refunding bonds is lower than annual debt service on the Bonds being refunded during every year the Bonds will be outstanding, (b) the debt service payment dates with respect to such refunding bonds are the same as for the Bonds being refunded and (c) the final maturity of any such refunding bonds does not exceed the final maturity of the Bonds being refunded.

Covenant 5. Use of Proceeds: Management and Operation of Properties. The Successor Agency covenants that the proceeds of the sale of the Bonds will be deposited and used as provided in this Indenture and that it will manage and operate all properties owned by it comprising any part of the Redevelopment Project Area in a sound and proper manner and in accordance with applicable law.

Covenant 6. Payment of Taxes and Other Charges. The Successor Agency covenants that it will from time to time pay and discharge, or cause to be paid and discharged, all payments in lieu of taxes, service charges, assessments or other governmental charges which may lawfully be imposed upon the Successor Agency or any of the properties then owned by it in the Redevelopment Project 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 7. Books and Accounts: Financial Transactions and Records. The Successor Agency covenants that it will at all times keep, or cause to be kept, proper and current books and accounts in which complete and accurate entries are made of the financial transactions and records of the Successor Agency. Within one hundred eighty (180) days after the close of each Fiscal Year an Independent Certified Public Accountant shall prepare an audit of the financial transactions and records of the Successor Agency for such Fiscal Year. To the extent permitted by law, such audit may be included within the annual audited financial statements of the City. Upon written request, the Successor Agency shall, as soon practicable, furnish a copy of each audit to any Owner. The Trustee shall have no duty to review such audits.

Covenant 8. Protection of Security and Rights of Owners. The Successor Agency covenants to preserve and protect the security of the Bonds and the rights of the Owners 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 the Pledged Tax Revenues pledged under this Indenture cannot be used to pay 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 61268156.422
position of the Bonds to the Statutory Pass-Through Amounts that have been subordinated to the payment of debt service on the Bonds.

Covenant 9. Continuing Disclosure. The Successor Agency covenants that it will comply with and carry out all of the provisions of its Continuing Disclosure Agreement. Notwithstanding any other provision of this Indenture, failure by the Successor Agency to comply with its Continuing Disclosure Agreement shall not be considered an Event of Default; however, any participating underwriter, Owner or beneficial owner of any Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Covenant 10. Tax Covenants. The Successor Agency covenants in connection with the Bonds as follows:
(A)Special Definitions. When used in this Section, the following terms have the following meanings:
“Code” means the Internal Revenue Code of 1986.
“Computation Date” has the meaning set forth in section 1.148-1(b) of the Treasury Regulations.
“Gross Proceeds”, with respect to an issue, means any proceeds of that issue as defined in section 1.148-1(b) of the Treasury Regulations (referring to sales, investment and transferred proceeds), and any replacement proceeds of that issue as defined in section 1.148-1(c) of the Treasury Regulations.
“Investment” means (i) any security (within the meaning of section 165(g)(2)(A) or (B) of the Code), (ii) any obligation (notwithstanding that such obligation may be a tax-exempt bond), (iii) any annuity contract, (iv) when allocated to a bond other than a private activity bond, any residential rental property for family units that is not located within the jurisdiction of the issuer and that is not acquired to implement a court ordered or approved housing desegregation plan, or (v) any investment-type property (as defined in section 1.148-1(e) of the Treasury Regulations).
“Nonpurpose Investment,” with respect to an issue, means any investment other than a tax-exempt bond that is not a specified private activity bond (within the meaning of section 57(a)(5)(C) of the Code), in which Gross Proceeds of that issue are invested and that is not acquired to carry out the governmental purposes of that issue. “Prior Issue” shall mean the 2014A Bonds.
“Proceeds,” with respect to an issue of governmental obligations, has the meaning set forth in has the meaning set forth in section 1.148-1(b) of the Treasury Regulations (referring to sales, investment and transferred proceeds, but not replacement proceeds, of that issue). “Rebate Amount” has the meaning set forth in section 1.148-1(b) of the Treasury Regulations.
“Treasury Regulations” means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code. 61268156.423
“Yield” shall have:
(1) with respect to any Investment or class of Investments, that meaning which is set forth in section 1.148-5 of the Treasury Regulations; and (2) with respect to any issue, that meaning which is set forth in section 1.148-4 of the Treasury Regulations.
(B)Not to Cause Interest to Become Taxable. The Successor Agency shall not use, permit the use of, or omit to use Gross Proceeds of the Bonds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds) in a manner that if made or omitted, respectively, could cause the interest on the Bonds to fail to be excluded pursuant to section 103(a) of the Code from the gross income of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Successor Agency receives a written opinion of Bond Counsel to the effect that failure to comply with such covenant will not adversely affect the exclusion pursuant to section 103(a) of the Code of interest on any Bond from the gross income of the owners thereof for federal income tax purposes, the Successor Agency shall comply with each of the specific covenants in this Section.
(C)Private Use or Private Payments. Except as would not cause any Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Treasury Regulations and rulings thereunder, the Successor Agency shall at all times prior to the final cancellation of the last of the Bonds to be retired:
(1) exclusively own, operate and possess all property the acquisition, construction or improvement of which has been or is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds or of the Prior Issue and not use or permit the use of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, or agency or instrumentality thereof, unless such use is solely as a member of the general public;
(2) not directly or indirectly impose or accept any charge or other payment by any governmental or nongovernmental person or entity in respect of the use of Gross Proceeds of the Bonds or of the Prior Issue, or of any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, of the type described in clause (i) foregoing, other than payments that are of taxes of general application within the jurisdiction of the Successor Agency; and
(3) where the Bonds are refunded, the Successor Agency will apply the foregoing restrictions taking cognizance of the provisions of sections 1.141-3(g) and 1.141-4(c)(2)(ii) of the Treasury Regulations and of any subsequently adopted rules or regulations applicable to such a refunding. (D)No Private Loan. Except as would not cause any Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Treasury Regulations and rulings thereunder, the Successor Agency shall not use Gross Proceeds to make or finance any 61268156.424
loan to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity not only if such Gross Proceeds are provided to such a person or entity under circumstances that create an indebtedness of that person or entity under local law or for federal income tax purposes, but also if: (a) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction that creates a debt for federal income tax purposes; (b) capacity in or service from such property is committed to such person or entity under a take- or-pay, output or similar contract or arrangement; or (c) indirect benefits of such Gross Proceeds, or burdens and benefits of ownership of any property acquired, constructed or improved with such Gross Proceeds, are otherwise transferred in a transaction that is the economic equivalent of a loan. For purposes of this covenant, the Successor Agency will treat any transaction constituting a loan of Gross Proceeds of the Prior Issue as resulting in a loan of Gross Proceeds of the Bonds. (E)Not to Invest at Higher Yield. Except as would not cause any Bond to become an “arbitrage bond” within the meaning of section 148 of the Code and the Treasury Regulations and rulings thereunder, the Successor Agency shall not, at any time prior to the final cancellation of the last Bond to be retired, directly or indirectly invest Gross Proceeds of the Bonds in any Investment, if as a result of such investment the Yield of any Investment or class of Investments acquired with Gross Proceeds, whether then held or previously disposed of, would materially exceed the Yield of the Bond, all as determined in accordance with the provisions of said section 148 and Treasury Regulations and rulings.
(F)Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Treasury Regulations and rulings thereunder, the Successor Agency shall not take or omit to take any action that would cause any Bond to be “federally guaranteed” within the meaning of section 149(b) of the Code and the Treasury Regulations and rulings thereunder.

Without limitation of the foregoing, the Successor Agency will not permit any portion of the debt service on the Bonds to be guaranteed (in whole or in part) by the United States, or more than 5% of the proceeds of the Bonds to be loaned to any person under which the obligation of that person to repay such loan is guaranteed (in whole or in part) by the United States, or more than 5% of the proceeds of the Bonds to be invested (directly or indirectly) in federally insured deposits or accounts. For this purpose, a guarantee or insurance by an agency or instrumentality of the United States will be treated as though made or provided by the United States. (G)Information Report. The Successor Agency shall timely file any information required by section 149(e) of the Code with respect to the Bonds with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (H)Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Treasury Regulations, in order to assure that no Bond is treated as an arbitrage bond:
(1) the Successor Agency shall account for all Gross Proceeds of the Bonds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Bond is discharged. However, to the extent permitted by law, the Successor Agency may commingle Gross Proceeds of Bonds with its other monies, provided that it separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith in accordance with applicable Treasury Regulations;
61268156.425
(2) not less frequently than each Computation Date, the Successor Agency shall retain the services of a qualified rebate analyst to calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Treasury Regulations and rulings thereunder. The Successor Agency promptly shall report to the Trustee the results of such calculation, including the basis therefor, in sufficient detail and on a timely basis in order that the Successor Agency shall be able to comply with its covenants herein. The Trustee shall maintain a copy of the calculation with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date;
(3) to assure the exclusion pursuant to section 103(a) of the Code of interest on Bonds from the gross income of the owners thereof for federal income tax purposes, the Successor Agency shall provide to the Trustee for deposit into a “Rebate Fund” (established hereby and to be held in trust by the Trustee and governed by the Tax Certificate) an amount sufficient to permit the Successor Agency timely to pay to the United States the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in section 1.148-3(e)(2) of the Treasury Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, such rebate payments shall be made by the Successor Agency at the times and in the amounts as are or may be required by section 148(f) of the Code and the Treasury Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Treasury Regulations and rulings thereunder for execution and filing by the Successor Agency; and
(4) the Successor Agency shall exercise reasonable diligence to assure that no error is made in the calculations and payments required by paragraphs (ii) and (iii), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including by payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under section 1.148-3(h) or other provision of the Code or Treasury Regulations.
(I)Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Treasury Regulations and rulings thereunder, the Successor Agency shall, not at any time prior to the final cancellation of the last of the Bonds to be retired, enter into any transaction that reduces the amount required to be paid to the United States pursuant to paragraph (H) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yield on the Bonds not been relevant to either party.
(J)Bonds Not Hedge Bonds. The Successor Agency represents and covenants that neither the Prior Issue or the Bonds does or will not comprise “hedge bonds” within the meaning of section 149(g) of the Code.
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(K)Use of Proceeds; Weighted Average Maturity. The Successor Agency hereby represents and covenants that it will apply the proceeds of the Bonds in a manner so that the weighted average maturity of the Bonds does not exceed 120% of the average reasonably expected remaining economic life of the facilities financed or refinanced therewith (all determined in accordance with the provisions of section 147(b) of the Code). (L)Elections. The Successor Agency hereby directs and authorizes the Chief Financial Officer of the Successor Agency to make elections permitted or required pursuant to the provisions of the Code or the Treasury Regulations, as such authorized Successor Agency representative (after consultation with Bond Counsel) deems necessary or appropriate in connection with the Bonds, in the Bond as to Tax Exemption or similar or other appropriate certificate, form or document.
(M)Closing Certificate. The Successor Agency agrees to execute and deliver in connection with the issuance of Bonds a Tax Certificate as to Arbitrage and the Provisions of Sections 103 and 141-150 of the Code, or similar document containing additional representations and covenants pertaining to the excludability of interest from the gross income of the Owners for federal income tax purposes, which representations and covenants are incorporated as though expressly set forth herein.

Covenant 11. Reserved.

Covenant 12. Covenant to Provide Surplus Housing Tax Revenues. The Successor Agency hereby covenants to provide the Trustee with Surplus Housing Tax Revenues for the payment of the principal of and interest on the Bonds, and if necessary to replenish any Reserve Account hereunder, if Pledged Tax Revenues are insufficient for such purposes. Surplus Housing Tax Revenues shall be provided by the Successor Agency on the same date or dates, as applicable, that Pledged Tax Revenues are required to be transmitted to the Trustee hereunder.

Covenant 13. Further Assurances. The Successor Agency covenants 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.

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 upon 30 day’s prior written notice, unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not 61268156.427
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. (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 retiring 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, national banking association, 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, national banking association, 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 61268156.428
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, or taking action in connection with its duties under this Indenture other than making payments of principal and interest on the Bonds as they become due or causing an acceleration of the Bonds whenever required hereunder, 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 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, national banking association, or trust company into which the Trustee may be merged or converted or with which either of them may be consolidated or any bank, national banking association, or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank, national banking association, or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank, national banking association, or trust company shall be eligible under subsection (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. 61268156.429
(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 Corporate 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.
(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.
(j) The Trustee shall not be accountable for the use or application by the Successor Agency of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agent. The Trustee may become the owner of Bonds secured hereby with the same rights it would have if not Trustee.
(k) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Successor Agency shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Successor Agency, whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Successor Agency understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer.

The Successor Agency shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Successor Agency and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Successor Agency. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting 61268156.430
Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Successor Agency; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. (l) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; quarantine restrictions, riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

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 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 61268156.431
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. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

The Successor Agency further covenants and agrees to indemnify and hold the Trustee and its officers, directors, agents and employees, harmless against any loss, expense, damages, suits, claims 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 hereunder, including in the Revenue Fund, Costs of Issuance Fund or the Rebate Fund and any other accounts set forth in this Section 6.7, 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 hold moneys hereunder uninvested. (a) Moneys in the Redevelopment Obligation Retirement Fund shall be invested by the Successor Agency only in obligations permitted by the Health and Safety Code 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 and the Principal Account of the Revenue Fund shall be invested by the Trustee only in obligations which will by their terms mature on such dates as to ensure that before each Interest Payment Date 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 Fund shall be invested by the Trustee 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 to replenish the Reserve Fund. (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 61268156.432
Interest Account, the Principal Account or the Reserve Fund, to the extent they exceed the amount required to be in such Account, shall be transferred on each Interest Payment Date to the Revenue Fund.

All interest earnings on monies invested in the Rebate Fund shall be retained in such Fund and applied as set forth in a written direction from the Successor Agency. 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, at no additional cost, 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 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 at market. In making any valuations hereunder, the Trustee may utilize and conclusively rely without liability upon such generally recognized pricing information as may be regularly available to it (including brokers and dealers in securities).

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 Agency during the Trustee’s business 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 61268156.433
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 New York, New York, 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 for any one or more of the following purposes:
(a) to add to the covenants and agreements of the Successor Agency in this Indenture contained, other covenants and agreements thereafter to be observed or to limit or surrender any rights or power herein reserved to or conferred upon the Successor Agency; or (b) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision contained in this Indenture, or as to any other provisions of the Indenture as the Successor Agency may deem necessary or desirable, in any case which do not have a material and adverse effect on the security for the Bonds granted hereunder, as evidenced by the opinion of counsel delivered to it under Section 7.6 hereunder; or (c) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute; or
(d) to modify or amend any provision of this Indenture with any effect and to any extent whatsoever permissible by law, provided that any such modification or amendment shall apply only to the Bonds issued and delivered subsequent to the execution and delivery of the applicable Supplemental Indenture.

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 (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof, or extend the time of payment, without the consent of the Owner of each Bond so affected, or (ii) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or (iii) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Owners of the Bonds of the lien created by this Indenture on such Pledged Tax Revenues and other assets (except as expressly provided in this Indenture), without the consent of the 61268156.434
Owners of all of the Bonds then Outstanding. It shall not be necessary for the consent of the Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Successor Agency and the Trustee of any Supplemental Indenture pursuant to this subsection (a), the Trustee shall cause to be mailed a notice (the form of which shall be furnished to the Trustee by the Successor Agency), by first class mail postage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to the Owners of the Bonds at the respective addresses shown on the Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.

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 purpose at the Corporate Trust Office of the Trustee, and thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such notation, the Successor Agency may determine that new Bonds shall be prepared 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 Corporate 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 on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise;
(b) if default shall be made by the Successor Agency in the observance of any of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, other than a default described in the preceding clause (a), and such default shall have continued for a period of thirty 61268156.435
(30) days following receipt by the Successor Agency of written notice from the Trustee or any Owner of not less than 50% in aggregate principal amount of the Outstanding Bonds; provided, that if such default is such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Successor Agency within the applicable period and diligently pursued until the default is corrected, which period shall not be longer than sixty (60) days from the date of written notice specifying the failure; 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) only in the event of a default under Section 8.1(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 any Event of Default (with receipt of indemnity to its satisfaction) exercise any 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 clause (b) above the Trustee in its sole discretion may, also give such notice to the Successor Agency, and the Owners, 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 Owners, by written notice to the Successor Agency, declare the principal of the 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 in the Bonds to the contrary notwithstanding. 61268156.436
Section 8.2 Application of Funds Upon an Event of Default or 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, or upon the occurrence and during the continuance of an Event of Default, and all sums thereafter received by the Trustee hereunder, shall be applied by the Trustee in the order following:

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
Second, 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, to the payment pro rata of the whole amount then owing and on the Bonds (and any refunding bonds payable from Pledged Tax Revenues on a parity with Outstanding Bonds) for principal and interest, with interest on the overdue principal and installments of interest at the net effective rate then borne by the Outstanding Bonds (to the extent that such interest on overdue installments of principal and interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest or any Bond over any other Bond.

Section 8.3 Power of Trustee to Control Proceedings. If 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. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of any Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected.

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 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 61268156.437
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 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 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 on the Bonds to the respective Owners on the 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 Health and Safety Code 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 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 Health and Safety Code or any other law. 61268156.438

ARTICLE IX
[RESERVED]

ARTICLE X
[RESERVED]

ARTICLE XI

DEFEASANCE
Section 11.1 Discharge of Indenture. If all Bonds shall be paid and discharged in any one or more of the following ways:
(a) by the payment of the principal of and interest on all Bonds as and when the same become due and payable; or
(b) by providing for the payment of the principal of and interest on all Bonds as provided in Section 11.2; or
(c) by the delivery to the Trustee, for cancellation by it, of all Bonds; and if all other sums payable hereunder by the Successor Agency shall be paid and discharged, then thereupon this Indenture shall be satisfied and discharged and shall cease, terminate and become null and void except the covenants under Covenant 10 of Section 5.1, and thereupon the Trustee shall, upon Written Request of the Successor Agency, and upon receipt by the Trustee and the Successor Agency of an opinion of Bond Counsel to the effect that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, forthwith execute proper instruments acknowledging satisfaction of and discharging this Indenture. The Trustee shall mail written notice of such payment and discharge to the Successor Agency. The satisfaction and discharge of this Indenture shall be without prejudice to the rights of the Trustee to charge and be reimbursed by the Successor Agency for any expenditures which it may thereafter incur in connection herewith.

The Successor Agency may surrender to the Trustee for cancellation by it any Bonds previously authenticated and delivered which the Successor Agency lawfully may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.

Section 11.2 Discharge of Liability on Particular Bonds. (a) Any Bond or a portion thereof shall be deemed to be paid within the meaning of this Indenture when payment of the principal of such Bond or a portion thereof plus interest thereon to the due date thereof (whether such due date is by reason of maturity or upon redemption or by declaration as provided herein) shall have been provided for by irrevocably depositing with the Trustee or an escrow agent in trust and irrevocably setting aside exclusively for such payment money and/or Defeasance Securities as provided in Section 11.3.
(b) In the event of the provision of the payment of less than the full principal amount of a Bond in accordance with subsection (a) of this Section, the principal amount of the Bond as to which such payment is not provided for shall be in an Authorized Denomination and, unless that portion of the Bond 61268156.439
as to which payment is provided for in accordance with subsection (a) of this Section is to be paid within sixty (60) days of the deposit with the Trustee, such portion will also be in an Authorized Denomination. (c) Upon the deposit with the Trustee, in trust, at or before maturity, of money and/or Defeasance Securities as provided in Section 11.3 to pay a Bond or a portion thereof and the satisfaction of the other conditions specified in subsection (a) of this Section, such Bond, or the applicable portion thereof, shall be deemed to be paid hereunder, shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such money and/or Defeasance Securities deposited with the Trustee for such purpose, and all liability of the Successor Agency in respect of such Bond, or the applicable portion thereof, shall cease, terminate and be completely discharged, except that the Successor Agency shall remain liable for the payment of the principal of and interest on such Bond, or the applicable portion thereof, but only from, and the Owners shall thereafter be entitled only to payment (without interest accrued thereon after such maturity date) out of, the money and/or Defeasance Securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Covenant 10 of Section 5.1 and Section 11.3.

Section 11.3 Deposit of Money or Securities with Trustee. Whenever in this Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or Defeasance Securities in the necessary amount to pay any Bonds, the money or securities so to be deposited or held may include money or nonprepayable, noncallable Defeasance Securities held by the Trustee in the funds and accounts established pursuant to this Indenture or in an escrow fund held by an escrow agent and shall be:
(a) An amount of money equal to the principal amount of such Bonds and all unpaid interest thereon to maturity; or
(b) nonprepayable, noncallable Defeasance Securities, the principal of and the interest on which when due will provide money at the times and in the amounts sufficient, together with the other moneys held by the Trustee for such purpose (as evidenced by an Independent Certified Public Accountant’s report) to pay the principal and all unpaid interest to maturity on the Bonds to be paid, as such principal and interest become due; provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of this Indenture or by Written Request of the Successor Agency) to apply such money and the payments on such Defeasance Securities to the payment of such principal and interest with respect to such Bonds.
(c) The Trustee shall not be responsible for verifying the sufficiency of money and Defeasance Securities deposited with the Trustee to provide for the payment of the principal of and interest on Bonds pursuant to this Article XI but may conclusively rely for all purposes of this Indenture on an Independent Certified Public Accountant’s report as to such sufficiency.

ARTICLE XII

MISCELLANEOUS
Section 12.1 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.
61268156.440
Section 12.2 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 12.3 [Reserved].

Section 12.4 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 12.5 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 actually knows to be so owned or held shall be disregarded; provided, further, that if all of the Bonds are so owned or held, all such Bonds shall be deemed Outstanding and shall not be disregarded.

Section 12.6 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 on the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law.

Section 12.7 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.
61268156.441
Section 12.8 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 Redevelopment Agency of the City of Cathedral City
c/o Cathedral City
68700 Avenida Lalo Guerrero
Cathedral City, California 92234
Attention: Chief Financial Officer
Telephone: (760) 770-0354
If to the Trustee: The Bank of New York Mellon Trust Company, N.A. [_____]
[_____]
Attention: [_____]
Telephone: [_____]
E-mail: [_____]
If to the Rating Agencies: S&P Global Ratings
State & Local Government
55 Water Street
New York, New York 10041
Section 12.9 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 Owners, pending appointment of a successor Trustee in accordance with the provisions of Section 6.1 hereof.

Section 12.10 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 principal of such Bonds have become payable, shall be repaid (without liability for interest) 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 61268156.442
thereto and the Bond Owners shall look only to the Successor Agency for the payment of the principal of and interest on such Bonds.

Section 12.11 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 12.12 Governing Law. This Indenture shall be construed and governed in accordance with the laws of the State.

Section 12.13 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. 61268156.4S-1
IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY, has caused this Indenture to be signed in its name by its Chief Financial Officer and attested by its Secretary, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer hereunto duly authorized, all as of the day and year first above written.

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF

CATHEDRAL CITY
By:

Chief Financial Officer
ATTEST:

By: _______________________________________
Secretary

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:

Authorized Officer
61268156.4A-1

EXHIBIT A
(FORM OF BOND)
No. R-__ $__________

UNITED STATES OF AMERICA

STATE OF CALIFORNIA
(COUNTY OF LOS ANGELES)

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY
TAX ALLOCATION REVENUE REFUNDING BONDS, SERIES 2024A
(MERGED REDEVELOPMENT PROJECT AREA)
Interest Rate Maturity Date Dated Date CUSIP
REGISTERED OWNER: CEDE & CO.

PRINCIPAL SUM: ___________________________________ DOLLARS The SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY, 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, 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 [July 15, 2024], 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 February 1 and August 1 in each year (each an “Interest Payment Date”), commencing [August 1, 2024], calculated on the basis of a 360-day year composed of twelve 30-day months. Principal hereof is payable upon presentation and surrender of this Bond at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Interest hereon (including the final interest payment upon maturity) 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 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. 61268156.4A-2
This Bond is one of a duly authorized issue of Bonds of the Successor Agency designated as “Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Revenue Refunding Bonds, Series 2024A (Merged Redevelopment Project Area)” (the “Bonds”), in an aggregate principal amount of $[PAR AMOUNT], all of like tenor and date (except for such variation, if any, as may be required to designate varying series, numbers, maturities, interest rates and other provisions) and all issued pursuant to the provisions of the Community Redevelopment Law, beginning with Part 1 (commencing with Section 33000) of Division 24 of the Health and Safety Code of the State of California (the “Health and Safety Code”), and pursuant to an Indenture, dated as of July 1, 2024, entered into by and between the Successor Agency and the Trustee (the “Indenture”), authorizing the issuance of the Bonds. No additional bonds, notes or other obligations may be issued on a parity with the Bonds.

Reference is hereby made to the Indenture (a copy of which is on file at the office of the Successor Agency) and all indentures supplemental thereto and to the Health and Safety Code 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 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, from Pledged Tax Revenues and other funds as hereinafter provided. The Bonds, interest thereon and premium, if any, are not a debt of the City, the County, the State or any of its political subdivisions (except the Successor Agency), and none of the City, the County, the State nor any of its political subdivisions (except the Successor Agency) is liable thereon. The Bonds, interest thereon and premium, if any, are not payable from any funds or properties other than those set forth in this Indenture. None of the members of the Successor Agency Board, or any persons executing the Bonds is liable personally on the Bonds by reason of their issuance.

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 Revenue Fund (as defined in the Indenture) from which the Trustee shall pay the principal of and interest 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 Health and Safety Code, the security and payment, and for the security and payment of interest on, the Bonds. 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 on the Bonds.

The Bonds are not subject to redemption prior to their maturity.

If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture.

The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 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. 61268156.4A-3
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 interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest 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.

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 Health and Safety Code 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 Health and Safety Code 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.
61268156.4A-4
IN WITNESS WHEREOF, the Successor Agency to the Redevelopment Agency of the City of Cathedral City has caused this Bond to be executed in its name and on its behalf with the manual or facsimile signatures of its Chief Financial Officer and its Secretary and its seal to be reproduced hereon, all as of the Delivery Date.

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF

CATHEDRAL CITY
By:

Chief Financial Officer
By:

Secretary
61268156.4A-5
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Bonds described in the within-mentioned Indenture.

Authentication Date: ____ __, 20__

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:

Authorized Officer
61268156.4A-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.”
61268156.4S-1
Schedule I
Existing Non-Housing Debt
Principal Amount
Outstanding

1. Senior Loan Agreement, dated as of April 1, 2000, by and among the Cathedral City Redevelopment Agency,
BNY Western Trust Company, and the Cathedral City
Public Financing Authority, relating to Loan of
$12,311,000.40 to Cathedral City Merged
Redevelopment Project
$ 1,949,907

2. Cathedral City Redevelopment Agency Merged
Redevelopment Project Area 2007 Taxable Tax
Allocation Bonds, Series B
24,150,000

3. Successor Agency Tax Allocation Revenue Refunding
Bonds, Series 2014A (Merged Redevelopment Project
Area)
25,295,000

4. Successor Agency Tax Allocation Revenue Refunding
Bonds, Series 2021A (Merged Redevelopment Project
Area)
24,760,000

5. Successor Agency Tax Allocation Revenue Refunding
Bonds, Series 2021B (Federally Taxable) (Merged
Redevelopment Project Area)
4,385,000

6. Successor Agency Tax Allocation Subordinate Revenue
Refunding Bonds, Series 2021C (Merged Redevelopment
Project Area)
14,125,000
61268155.3

INDENTURE
Dated as of July 1, 2024
by and between the

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY,
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Relating to
$[PAR AMOUNT]
Successor Agency to the
Redevelopment Agency of the City of Cathedral City
Tax Allocation Housing Revenue Refunding Bonds,
Series 2024B
(Merged Redevelopment Project Area)

TABLE OF CONTENTS
Page
i
ARTICLE I DETERMINATIONS; DEFINITIONS....................................................................................2 Section 1.1 Findings and Determinations.................................................................................2 Section 1.2 Definitions .............................................................................................................2 Section 1.3 Rules of Construction ..........................................................................................11 ARTICLE II AUTHORIZATION AND TERMS......................................................................................12 Section 2.1 Authorization of Bonds .......................................................................................12 Section 2.2 Term of Bonds.....................................................................................................12 Section 2.3 Reserved. .............................................................................................................13 Section 2.4 Form of Bonds.....................................................................................................13 Section 2.5 Execution of Bonds .............................................................................................13 Section 2.6 Transfer of Bonds ................................................................................................13 Section 2.7 Exchange of Bonds..............................................................................................14 Section 2.8 Registration Books ..............................................................................................14 Section 2.9 Temporary Bonds ................................................................................................14 Section 2.10 Bonds Mutilated, Lost, Destroyed or Stolen .......................................................14 Section 2.11 Book-Entry Only System ....................................................................................15 Section 2.12 Successor Securities Depository; Transfers Outside Book-Entry Only System .................................................................................................................16 ARTICLE III ISSUANCE OF BONDS; APPLICATION OF PROCEEDS OF BONDS........................16 Section 3.1 Issuance of Bonds................................................................................................16 Section 3.2 Application of Proceeds of Bonds.......................................................................16 ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS; FUNDS AND ACCOUNTS....................16 Section 4.1 Security of Bonds; Equal Security ......................................................................16 Section 4.2 Revenue Fund; Reserve Fund..............................................................................17 Section 4.3 Transfer of Amounts............................................................................................17 Section 4.4 Costs of Issuance Fund........................................................................................19 Section 4.5 Surplus Fund........................................................................................................19 ARTICLE V COVENANTS OF THE SUCCESSOR AGENCY..............................................................19 Section 5.1 Covenants of the Successor Agency....................................................................19 ARTICLE VI THE TRUSTEE...................................................................................................................26 Section 6.1 Duties, Immunities and Liabilities of Trustee. ....................................................26 Section 6.2 Merger or Consolidation......................................................................................27 Section 6.3 Liability of Trustee. .............................................................................................27 Section 6.4 Right to Rely on Documents ...............................................................................29 Section 6.5 Preservation and Inspection of Documents .........................................................30 Section 6.6 Compensation and Indemnification.....................................................................30 Section 6.7 Investment of Moneys in Funds and Accounts ...................................................30 Section 6.8 Accounting Records and Financial Statements ...................................................31 Section 6.9 Appointment of Co-Trustee or Agent..................................................................31 ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE .....................................32 Section 7.1 Amendment Without Consent of Owners ...........................................................32

TABLE OF CONTENTS
(continued)
Page
ii
Section 7.2 Amendment With Consent of Owners ................................................................33 Section 7.3 Effect of Supplemental Indenture........................................................................33 Section 7.4 Endorsement or Replacement of Bonds After Amendment ................................33 Section 7.5 Amendment by Mutual Consent..........................................................................33 Section 7.6 Opinion of Counsel..............................................................................................34 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS ...........................................34 Section 8.1 Events of Default and Acceleration of Maturities...............................................34 Section 8.2 Application of Funds Upon an Event of Default or Acceleration .......................35 Section 8.3 Power of Trustee to Control Proceedings............................................................35 Section 8.4 Limitation on Owner’s Right to Sue ...................................................................36 Section 8.5 Non-waiver ..........................................................................................................36 Section 8.6 Actions by Trustee as Attorney-in-Fact ..............................................................36 Section 8.7 Remedies Not Exclusive......................................................................................37 ARTICLE IX [RESERVED]......................................................................................................................37 ARTICLE X [RESERVED] .......................................................................................................................37 ARTICLE XI DEFEASANCE ...................................................................................................................37 Section 11.1 Discharge of Indenture ........................................................................................37 Section 11.2 Discharge of Liability on Particular Bonds .........................................................38 Section 11.3 Deposit of Money or Securities with Trustee......................................................38 ARTICLE XII MISCELLANEOUS...........................................................................................................39 Section 12.1 Benefits Limited to Parties ..................................................................................39 Section 12.2 Successor is Deemed Included in All References to Predecessor.......................39 Section 12.3 [Reserved]............................................................................................................39 Section 12.4 Execution of Documents and Proof of Ownership by Owners ...........................39 Section 12.5 Disqualified Bonds ..............................................................................................39 Section 12.6 Waiver of Personal Liability ...............................................................................40 Section 12.7 Destruction of Canceled Bonds ...........................................................................40 Section 12.8 Notices.................................................................................................................40 Section 12.9 Partial Invalidity ..................................................................................................40 Section 12.10 Unclaimed Moneys..............................................................................................41 Section 12.11 Execution in Counterparts ...................................................................................41 Section 12.12 Governing Law....................................................................................................41 Section 12.13 Payments Due on Other Than a Business Day....................................................41 EXHIBIT A – FORM OF BOND ............................................................................................................A-1 SCHEDULE I – EXISTING NON-HOUSING DEBT ..........................................................................S-I-1 61268155.31

INDENTURE
THIS INDENTURE is dated as of July 1, 2024 (this “Indenture”), by and between the

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY, a public body corporate and politic, duly organized and existing under the laws of the State of California (the “Successor Agency”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”);
WITNESSETH:

WHEREAS, the Redevelopment Agency of the City of Cathedral City (the “Predecessor 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 “Redevelopment Law”), and the powers of the Predecessor Agency included the power to issue bonds for any of its corporate purposes; and
WHEREAS, redevelopment plans for the Cathedral City Redevelopment Project Area No. 1, Cathedral City Redevelopment Project Area No. 2 and Cathedral City Redevelopment Project Area No. 3 in the City of Cathedral City, California (the “City”) were each adopted in compliance with all applicable legal requirements; and
WHEREAS, thereafter the Cathedral City Redevelopment Project Area No. 1, Cathedral City Redevelopment Project Area No. 2 and Cathedral City Redevelopment Project Area No. 3 were merged together on September 27, 2006, to create a merged redevelopment project area (the “Redevelopment Project Area”); and
WHEREAS, the Predecessor Agency previously caused the Cathedral City Public Financing Authority (the “Authority”) to issue its $22,820,000 Cathedral City Public Financing Authority 2002 Tax Allocation Revenue Bonds, Series D (Cathedral City Housing Redevelopment Projects) (the “2002D Authority Bonds”); and
WHEREAS, the 2002D Authority Bonds were payable from amounts received by the Authority pursuant to a loan agreement, dated as of October 1, 2002 (the “2002D Housing Loan Agreement), by and between the Authority and the Predecessor Agency, providing for a loan to the Predecessor Agency in the amount of $22,820,000 (the “2002D Housing Loan”); and
WHEREAS, on June 28, 2011, the California Legislature adopted ABx1 26 to, inter alia, dissolve existing redevelopment agencies, including the Predecessor Agency; and WHEREAS, the California Supreme Court substantially upheld the provisions of ABx1 26 on December 29, 2011, resulting in the dissolution of the Predecessor Agency on February 1, 2012; and WHEREAS, to achieve debt service savings and therefor assist the local taxing entities, the Successor Agency previously issued its Tax Allocation Housing Revenue Refunding Bonds, Series 2014B (Merged Redevelopment Project Area) (the “2014B Bonds”), in the initial aggregate principal amount of $15,630,000 and currently outstanding in the principal amount of $9,865,000, to prepay the 2002D Housing Loan; and
61268155.32
WHEREAS, the Successor Agency desires to achieve debt service savings in accordance with ABx1 26 and AB 1484 and therefor assist the local taxing entities by refunding all or a portion of the 2014B Bonds with the proceeds of its Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Housing Revenue Refunding Bonds, Series 2024B (Merged Redevelopment Project Area) (the “Bonds”); and
WHEREAS, the Successor Agency adopted Resolution No. 2024-[__], on April 24, 2024 approving the issuance of the Bonds and the Countywide Oversight Board for the County of Riverside adopted Resolution No. [___]-2024-[__], on [____], 2024 approving the issuance of the Bonds; and WHEREAS, 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 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, THIS INDENTURE WITNESSETH, that to secure the payment of the principal of and the interest 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 good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Successor Agency, the County 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, including all proceedings of the Oversight Board, and has found, as a result of such review, and hereby finds and determines that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, including but not limited to compliance with all applicable requirements of Section 34177.5 of the Health and Safety Code, 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. 61268155.33
“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.
“Adverse Change in State Law” means a change in State law, including any judicial decision, that adversely affects the ability of the Successor Agency to comply with or perform Section 5.1 Covenant 2 of this Indenture.
“Annual Debt Service” means, for any Bond Year, the principal and interest payable on the Outstanding Bonds in such Bond Year.
“Authority” means the Cathedral City Public Financing Authority. “Authorized Denomination” means $5,000 and any integral multiple thereof. “Bond” or “Bonds” means $[PAR AMOUNT] aggregate principal amount of Successor Agency to the Redevelopment Agency of the City of Cathedral City Tax Allocation Housing Revenue Refunding Bonds, Series 2024B (Merged Redevelopment Project Area). “Bond Counsel” means Norton Rose Fulbright US LLP or a successor thereto or a firm of attorneys acceptable to the Successor Agency of nationally recognized standing in matters pertaining to the exclusion of interest on bonds from the gross income of the holders thereof issued by states and political subdivisions.
“Bond Year” means the twelve (12) month period commencing on August 2 of each year, provided that the first Bond Year shall extend from the Delivery Date to and including August 1, 2024. “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.
“City” means City of Cathedral City, California.
“Code” means the Internal Revenue Code of 1986.
“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated the Delivery Date, by and between the Successor Agency and the dissemination agent named therein, 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, as of the date hereof, located at the address set forth for the Trustee in Section 12.8 hereof, or such other or additional offices as may be specified to the Successor Agency by the Trustee in writing; provided, however, that for purposes of the surrender or presentation of Bonds for payment, transfer or exchange, such corporate trust office shall be the designated corporate trust agency or operations office of the Trustee. “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, verification agent fees, fees and expenses of Bond Counsel and Disclosure Counsel, other legal fees and expenses relating to the approval of the Bonds, this Indenture, other related documents and certificates and matters 61268155.34
related thereto, costs of preparing the Bonds and printing the Official Statement, fees of municipal consultants, redevelopment consultants, bond insurance or surety premium, if any, 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 4.4 of this Indenture. “County” means the County of Riverside, California.
“Debt Service Coverage” means, for each Bond Year, Pledged Housing Tax Revenues divided by Annual Debt Service.
“Defeasance Securities” means:

1. Cash

2. Obligations of, or obligations guaranteed as to principal and interest by, the United States of America or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States of America including:
•U.S. treasury obligations
•All direct or fully guaranteed obligations
•Farmers Home Administration
•General Services Administration
•Guaranteed Title XI financing
•Government National Mortgage Association (GNMA)
•State and Local Government Series
Any security used for defeasance must provide for the timely payment of principal and interest and cannot be callable or prepayable prior to maturity or earlier redemption of the rated debt (excluding securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date). “Delivery Date” means the date on which the Bonds are delivered to the initial purchaser or purchasers 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, as amended on June 27, 2012 by Assembly Bill No. 1484, enacted as Chapter 26, Statutes of 2012 (as amended from time to time).
“DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.
“EMMA” means the Electronic Municipal Market Access System, a facility of the Municipal Securities Rulemaking Board, at www.emma.msrb.org.
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“Escrow Agent” means Computershare Trust Company, N.A., and its successors and assigns. “Escrow Agreement” means the Escrow Agreement, dated as of July 1, 2024, by and between the Successor Agency and the Escrow Agent.
“Escrow Account” means the escrow account established and held by the Escrow Agent pursuant to the Escrow Agreement.
“Existing Non-Housing Debt” means (i) the obligations set forth on Schedule I hereto that are outstanding, and (ii) any obligations of the Successor Agency payable from amounts received by the Successor Agency that are not Pledged Housing Tax Revenues. “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term “fair market value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit the value of which is determined in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) the value of which is determined in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security-State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States of America.
“Fitch” means Fitch Ratings, Inc. and its successors and assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Successor Agency. “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. “Health and Safety Code” means the Health and Safety Code of the State of California. “Indenture” means this Indenture, dated as of July 1, 2024, by and between the Successor Agency and the Trustee.
“Independent Financial Consultant,” “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 or as financial advisor for fiscal consultant with 61268155.36
respect to 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. “Interest Account” means the account by that name established in Section 4.3 of this Indenture. “Interest Payment Date” means February 1 and August 1, commencing [August 1, 2024] so long as any of the Bonds remain Outstanding hereunder.
“Investment Agreement” means investment agreements when collateralized by United States of America guaranteed and direct obligation securities and such collateral is held by a third party institution and marked to market on a weekly basis to a minimum of the value of the outstanding balance of the agreement. Investment Agreements must be limited to the final maturity of the Bonds. “Maximum Annual Debt Service” means, as of the date of calculation, the largest amount obtained by totaling, for the current or any future Bond Year, the sum of (a) the amount of interest payable on the Bonds and any Parity Debt to be Outstanding in such Bond Year, assuming that principal thereof is paid as scheduled and that any mandatory sinking fund payments are made as scheduled, and (b) the amount of principal payable on the Bonds and any Parity Debt to be Outstanding in such Bond Year, including any principal required to be prepaid by operation of mandatory sinking fund payments.

For purposes of such calculation, there shall be excluded the principal of and interest on any Parity Debt to the extent the proceeds thereof are then deposited in a fully self-supporting escrow fund (the fully self- supporting nature of which is evidenced by a report prepared by an Independent Financial Consultant and any municipal bond insurance provider providing insurance with respect to any Outstanding Parity Debt) from which amounts may not be released to the Agency unless the amount of Pledged Housing Tax Revenues then to be received is not less than the percentage of Maximum Annual Debt Service required for the issuance of Parity Debt.
“Moody’s” means Moody’s Investors Service and its successors and assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Successor Agency. “Obligations” means obligations of the Successor Agency and includes, without limitation, bonds, notes, interim certificates, debentures or other obligations. “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 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:
(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;
(b) Bonds paid or deemed to have been paid; and
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(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 Health and Safety Code.
“Owner” shall mean either the registered owners of the Bonds, or, if the Bonds are registered in the name of The Depository Trust Company or another recognized depository, any applicable participant in such depository system.
“Parity Debt” means, any bonds, notes, loans, advances or other indebtedness payable by the Successor Agency on a parity with the Bonds pursuant to this Indenture. “Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein (the Trustee is entitled to conclusively rely on a Written Request of the Successor Agency directing investment in such Permitted Investment as a certification by the Successor Agency to the Trustee that such Permitted Investment is a legal investment under the laws of the State), but only to the extent that the same are acquired at Fair Market Value:
(a) Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America) or obligations the timely payment of the principal of and interest on which are fully and unconditionally guaranteed by the United States of America, including instruments evidencing a direct ownership interest in securities described in this clause such as Stripped Treasury Coupons rated the same rating as direct obligations of the United States of America by S&P and Moody’s and held by a custodian for safekeeping on behalf of holders of such securities.
(b) Bonds or notes which are exempt from federal income taxes and for the payment of which cash or obligations described in clause (a) of this definition in an amount sufficient to pay the principal of, premium, if any, and interest on when due have been irrevocably deposited with a trustee or other fiscal depositary and which are rated the same rating as direct obligations of the United States of America by S&P and Moody’s.
(c) Obligations, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following: Federal Home Loan Bank System, Government National Mortgage Association, Farmer’s Home Administration, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association or Federal Housing Administration.
(d) Deposit accounts, demand deposits, including interest bearing money market accounts, time deposits, trust funds, trust accounts, overnight bank deposits, interest-bearing deposits, other deposit products, certificates of deposit, including those placed by a third party pursuant to an agreement between the Trustee and the Successor Agency, or bankers acceptances of depository institutions, including the Trustee or any of its affiliates, bank deposit products or savings accounts (i) fully insured by the Federal Deposit Insurance Corporation or (ii) with banks whose short term obligations are rated no lower than A-1 by S&P and P-1 by Moody’s including those of the Trustee and its affiliates at the time of purchase.
(e) Federal funds or banker’s acceptances with a maximum term of one year of any bank that has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” or “A3” by Moody’s and “A-l” or “A” or better by S&P (including the Trustee and its affiliates). 61268155.38
(f) Repurchase obligations with a term not exceeding 30 days pursuant to a written agreement between the Trustee and either a primary dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of the Securities Investor Protection Corporation (“SIPC”) or a federally chartered commercial bank whose long-term debt obligations are rated A or better by S&P and Moody’s, with respect to any security described in clause (1); provided that the securities which are the subject of such repurchase obligation (i) are free and clear of all liens, (ii) in the case of a SIPC dealer, were not acquired pursuant to a repurchase or reverse repurchase agreement, and (iii) are deposited with the Trustee and maintained through weekly market valuations in an amount equal to 104% of the invested funds plus accrued interest.
(g) Taxable government money market mutual fund portfolios that have a rating by S&P of Am-G or Am or better and rated in one of the three highest rating categories of Moody’s, subject to a maximum permissible limit equal to six months of principal and interest on the Bonds including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or sub-custodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered to such funds, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee.
(h) Tax-exempt government money market mutual fund portfolios that have a rating by S&P of Am-G or Am or better and rated in one of the three highest rating categories of Moody’s consisting of securities which are rated in one of the two highest Rating Categories of S&P and Moody’s subject to a maximum permissible limit equal to six months of principal and interest on the Bonds, including such portfolios for which the Trustee or an affiliate receives and retains a fee for services provided to the portfolio, whether as a custodian, transfer agent, investment advisor or otherwise.. (i) Money market mutual funds registered under the Investment Company Act of 1940, the shares in which are registered under the Securities Act of 1933 and that have a rating by S&P of AAAm-G or AAAm and rated in one of the two highest Rating Categories of Moody’s, including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or sub-custodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered to such funds, (ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee.
(j) Investment agreements, including guaranteed investment contracts, when collateralized by United States of America guaranteed and direct obligation securities and such collateral is held by a bank, insurance company or other financial institution whose long-term obligations are rated “AA” or higher by Fitch and S&P, respectively, or with a bank, insurance company or other financial institution guaranteed by an entity whose long-term obligations are rated “AA” or higher by Fitch and S&P, respectively, and marked to market on a weekly basis to a minimum of the value of the outstanding balance of the agreement. The following additional requirements shall apply to any investment agreement:
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(i) the agreement shall be collateralized by United States of America guaranteed and direct obligation securities and such collateral shall be held by a third party institution and marked to market on a weekly basis to a minimum of the value of the outstanding balance of the agreement;
(ii) term must be limited to the final maturity of the Bonds; (iii) moneys invested thereunder may be withdrawn without any penalty, premium, or charge on not more than two (2) Business Days’ notice; provided, that such notice may be amended or cancelled at any time prior to the withdrawal date; (iv) the agreement is not subordinated to any other obligations of the provider; (v) the agreement provides that the Successor Agency in its sole discretion shall have the right to terminate such agreement if the provider’s ratings are downgraded below the requirements set forth in this paragraph (k); and
(vi) the Successor Agency receives an opinion of counsel that such agreement is an enforceable obligation of the provider.
(k) Any other investments which meet the criteria established by applicable published investment guidelines issued by each rating agency then rating the Bonds. (l) The Local Agency Investment Fund of the State, created pursuant to Section 16429.1 of the California Government Code, to the extent the Trustee is authorized to register such investment in its name.

Ratings of Permitted Investments referred to herein shall be determined at the time of purchase of such Permitted Investments and without regard to rating subcategories. The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments or the responsibility to validate the ratings of Permitted Investments prior to the initial purchase.
“Pledged Housing Tax Revenues” means annually not less than twenty percent (20%) of all taxes allocated from the Merged Redevelopment Project Area and allocated to the Successor Agency pursuant to Article 6 of Chapter 6 (commencing with section 33670) of the Health and Safety Code and Section 16 of Article XVI of the Constitution of the State of California. Pledged Housing Tax Revenues shall not include any amounts payable to the Successor Agency pursuant to Section 16112.7 of the California Government Code.
“Predecessor Agency” means the Redevelopment Agency of the City of Cathedral City. “Principal Account” means the account by that name established in Section 4.3 of this Indenture. “Principal Payment Date” means August 1, commencing August 1, 20[__] so long as any of the Bonds remain Outstanding hereunder.
“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company, deposited with the Trustee pursuant to the Indenture, provided that all of the following requirements are met: (i) at the time of delivery of such letter of credit or surety bond, the long-term credit rating of such bank is within the two 61268155.310
highest rating categories of Moody’s or S&P, or the claims paying ability of such insurance company is rated within the highest rating category of A.M. Best & Company and S&P; (ii) such letter of credit or surety bond has a term which ends no earlier than the last Interest Payment Date of the Bonds to which the Reserve Requirement applies; (iii) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to the Indenture; and (iv) the Trustee is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder amounts necessary to carry out the purposes specified in the Indenture, including the replenishment of the Interest Account or the Principal Account. “Rating Agency” means Fitch, Moody’s or S&P.
“Recognized Obligation Payment Schedule” means a Recognized Obligation Payment Schedule, prepared and approved from time to time pursuant to subdivision (1) of Section 34177 of the Health and Safety Code.
“Record Date” means the fifteenth day of the month preceding any Interest Payment Date whether or not such day is a Business Day.
“Redevelopment Obligation Retirement Fund” means the fund created within the treasury of the Successor Agency pursuant to Section 34170.5 of the Health and Safety Code. “Redevelopment Plan” means the Merged Redevelopment Plan for the Merged Redevelopment Project Area and Redevelopment Project No. 3, approved by Ordinance No. 624, adopted September 27, 2006 by the City Council of the City, which Ordinance No. 624 ordered the merger of constituent project areas created pursuant to the following:
(i) The Amended and Restated Redevelopment Plan for the Cathedral City 2006 Merged Redevelopment Project Area approved with respect to Cathedral City Redevelopment Project No. 1 by Ordinance No. 472, adopted by the City Council of the City on January 28, 1998, and approved with respect to Cathedral City Redevelopment Project No. 2 by Ordinance No. 473, adopted by the City Council of the City on January 28, 1998, together with all amendments of the Redevelopment Plan at any time hereafter duly authorized and adopted pursuant to the Redevelopment Law; said Ordinances No. 472 and No. 473 having ordered the merger of Cathedral City Redevelopment Project No. 1, established by Ordinance No. 39, adopted by the City Council of the City on November 29, 1982, and Cathedral City Redevelopment Project No. 2, established by Ordinance No. 61 adopted by the City Council of the City on November 29, 1983, and
(ii) The Redevelopment Plan for the Cathedral City Redevelopment Project No. 3, approved by Ordinance No. 91 enacted by the City Council of the City on November 29, 1984, together with all amendments thereof at any time duly authorized pursuant to the Redevelopment Law.
“Redevelopment Project Area” means the project area described in the Redevelopment Plan. “Redevelopment Property Tax Trust Fund” means the Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section 34172 of the Health and Safety Code. “Reserve Fund” means the Fund by that name established in Section 4.3 hereof. 61268155.311
“Reserve Requirement” means as of each calculation date, an amount equal to the least of (i) Maximum Annual Debt Service on all Outstanding Bonds, (ii) 10% of the initial offering price to the public of the Bonds as determined under the Code, or (iii) 125% of the average Annual Debt Service as of the date of issuance of the Bonds, but will never exceed the initial Reserve Requirement. “Revenue Fund” means that trust fund established in Section 4.2 of this Indenture. “S&P Global Ratings” or “S&P” means S&P Global Ratings and its successors and assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Successor Agency.
“State” means the State of California.
“Statutory Pass-Through Amounts” means amounts payable to affected taxing agencies pursuant to Sections 33607.5 and/or 33607.7 of the Health and Safety Code and Section 34183 of the Health and Safety Code.
“Supplemental Indenture” means any indenture then in full force and effect which has been duly adopted by the Successor Agency under the Health and Safety Code, 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; but only if and to the extent that such supplemental indenture is specifically authorized hereunder. “Surplus Non-Housing Tax Revenues” means tax revenues allocable to the Successor Agency for payment of enforceable obligations pursuant to a Recognized Obligation Payment Schedule on deposit in or credited to the Redevelopment Property Tax Trust Fund that are not required to be deposited under an indenture for debt service on Existing Non-Housing Debt or replenishment of any debt service reserve for Existing Non-Housing Debt.
“Tax Certificate” means that certain Tax Certificate executed by the Successor Agency with respect to the Bonds.
“Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association, its successors and assigns, and any other banking corporation or association which may at any time be substituted in its place, as provided in this Indenture. “2014B Bonds” shall have the meaning set forth in the recitals hereto. “2024B Reserve Account” means the Account by that name established in Section 4.3 hereof. “Written Request of the Successor Agency” or “Written Certificate of the Successor Agency” means a request or certificate, in writing signed by the Chairperson, Executive Director, Secretary or Chief Financial 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. 61268155.312

ARTICLE II

AUTHORIZATION AND TERMS
Section 2.1 Authorization of Bonds. (a) The Bonds in the aggregate principal amount of $[PAR AMOUNT] are hereby authorized to be issued by the Successor Agency under and subject to the terms of this Indenture, the Health and Safety Code and the Act. The Bonds shall be designated the “Successor Agency to the Redevelopment Agency of the City of Cathedral City, Tax Allocation Housing Revenue Refunding Bonds, Series 2024B (Merged Project Area). This Indenture constitutes a continuing agreement with the Trustee for the benefit of the Owners of all of the Bonds hereunder and then Outstanding to secure the full payment of the principal of and interest on all Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained.
(b) The 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, from Pledged Housing Tax Revenues, Surplus Non-Housing Tax Revenues and other funds as hereinafter provided.

The Bonds, interest and premium, if any, thereon are not a debt of the City, the County, the State or any of its political subdivisions (except the Successor Agency), and none of the City, the County, the State nor any of its political subdivisions (except the Successor Agency) is liable thereon. The Bonds, interest thereon and premium, if any, are not payable from any funds or properties other than those set forth in this Indenture. None of the members of the Successor Agency Board, the Oversight Board, or any persons executing the Bonds is liable personally on the Bonds by reason of their issuance.

Nothing in this Indenture shall preclude: (a) the payment of the Bonds from the proceeds of refunding bonds issued pursuant to this Indenture, the Health and Safety Code and the Act, as applicable, or (b) the payment of the Bonds from any legally available funds other than Pledged Housing Tax Revenues.

Section 2.2 Term of Bonds.

The Bonds shall be issued in fully registered form without coupons in Authorized Denominations and the Bonds shall mature on August 1, in the years and in the amounts and shall bear interest at the rates per annum as follows:

August 1
Principal
Amount
Interest
Rate August 1
Principal
Amount
Interest
Rate
$ % $ %
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Interest on the 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 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 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. Principal of any Bond shall be paid upon presentation and surrender thereof, at maturity, at the Corporate Trust Office of the Trustee. Both the principal of and interest and premium (if any) on the Bonds shall be payable in lawful money of the United States of America. Interest shall be calculated based upon a 360-day year of twelve thirty-day months.

Each 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 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 Bond is authenticated on or before [July 15, 2024], in which event it shall bear interest from the Delivery Date; provided, however, that if, as of the date of authentication of any 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 Reserved.

Section 2.4 Form of Bonds. The Bonds, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the form set forth in Exhibit A 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 Bonds. The Bonds shall be executed on behalf of the Successor Agency by the signature of the Chairperson, the Executive Director or the Chief Financial Officer and the signature of its Secretary who are in office on the date of execution and delivery of this Indenture or at any time thereafter. Either or both of such signatures may be made manually or may be affixed by facsimile thereof. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on behalf of the Successor Agency by such persons as at the actual date of the execution of such Bond shall be the proper officers of the Successor Agency although on the date of such Bond any such person shall not have been such officer of the Successor Agency.

Only such of the Bonds as shall bear thereon a certificate of authentication in the form 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 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. If temporary Bonds are issued pursuant to Section 2.9 hereof, the temporary 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 Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive 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 Corporate Trust 61268155.314
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.

Prior to any transfer of the Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.7 Exchange of Bonds. Bonds may be exchanged at the Corporate Trust Office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations of the same 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.

Section 2.8 Registration Books. The Trustee will keep or cause to be kept, at its Corporate Trust Office, sufficient records for the registration and registration of transfer of the Bonds, which shall at all times during normal business hours be open to inspection by the Successor Agency 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 Corporate 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 61268155.315
the Successor Agency and the Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Successor Agency whether or not the Bond so alleged to be lost, destroyed or stolen 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 System. It is intended that the Bonds, be registered so as to participate in a securities depository system with DTC (the “DTC System”), as set forth herein. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities and be 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 an Owner 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 an Owner, 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 an Owner, 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 in the manner provided in the Representation Letter.

Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect to interest checks being mailed to the registered owner at the close of business on the Record Date applicable to any Interest Payment Date, the name “Cede & Co.” in this Indenture shall refer to such new nominee of DTC.

Section 2.12 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 61268155.316
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 Owner 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
ISSUANCE OF BONDS; APPLICATION OF

PROCEEDS OF BONDS
Section 3.1 Issuance of 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 Bonds, the Successor Agency shall execute and deliver the Bonds in the aggregate principal amount of $[PAR AMOUNT] 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 Bonds. On the Delivery Date the net proceeds of sale of the Bonds in the amount of $[_____] (representing the principal amount of the Bonds of $[_____], plus a [net] premium of $[_____], less an underwriter’s discount of $[_____]), shall be paid to the Trustee and such amount shall be applied as follows:
(i) The Trustee shall transfer to the Escrow Agent the amount of $[_____] from the Bond proceeds for deposit into the Escrow Account, as provided in the Escrow Agreement; (ii) The Trustee shall deposit the amount of $[_____] from the Bond proceeds into the 2024B Reserved Account; and
(iii) The Trustee shall deposit the amount of $[_____] from Bond proceeds into the 2024B Costs of Issuance Fund.

The Trustee may establish a temporary fund, account or subaccount in its records to facilitate and record such deposits and transfers.

ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS; FUNDS AND ACCOUNTS
Section 4.1 Security of Bonds; Equal Security. The Bonds shall be equally secured by a pledge of, security interest in and a first and exclusive lien on all of the Pledged Housing Tax Revenues, whether held in the Redevelopment Property Tax Trust Fund or by the Successor Agency or the Trustee, and a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Revenue 61268155.317
Fund (including the Interest Account and the Principal Account and all subaccounts in the foregoing) and in the Reserve Fund to the Trustee for the benefit of the Owners of the Outstanding Bonds. Such pledge and lien shall be on a parity with the Parity Debt.

The Bonds shall also be equally secured by a pledge of, security interest in and lien on Surplus Non-Housing Tax Revenues, whether held in the Redevelopment Property Tax Trust Fund or by the Successor Agency or the Trustee, on a parity with the lien on Surplus Non-Housing Tax Revenues given to Parity Debt. The lien of Surplus Non-Housing Tax Revenues is made pursuant to Section 34177.5(g) of the Health and Safety Code and other applicable law.

The principal of and interest on the Bonds shall be payable from Pledged Housing Tax Revenues and Surplus Non-Housing Tax Revenues, if any.

Except for the Pledged Housing Tax Revenues, Surplus Non-Housing Tax Revenues, if any, and moneys in the Revenue Fund (including the Interest Account, the Principal Account and all subaccounts in the foregoing) and the Reserve Fund (and all accounts therein), no funds or properties of the Successor Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest on the Bonds.

Notwithstanding anything herein to the contrary, however, if Pledged Housing Tax Revenues and Surplus Non-Housing Tax Revenues are insufficient for the deposits required hereunder or the payment of the principal of and interest on the Bonds, the Successor Agency may, but shall not be obligated, to make such deposits or pay such principal of and interest on the Bonds from other legally available funds.

This Indenture shall constitute a contract between the Successor Agency and the Trustee for the benefit of the Owners, and the covenants and agreements herein set forth to be performed on behalf of the Successor Agency and the Trustee shall be for the equal and proportionate benefit, security and protection of all Owners 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 Revenue Fund; Reserve Fund. There are hereby established special trust funds known as the “Revenue Fund” and the “Reserve Fund,” which funds shall be held by the Trustee in trust for Owners. The Trustee shall send the Successor Agency on each November 1 and April 1 a Written Request specifying the amount of Pledged Housing Tax Revenues required to be deposited in the Revenue Fund and/or the Reserve Fund, as applicable. The Successor Agency shall remit the amount requested pursuant to such Written Request to the Trustee within two (2) Business Days of receipt of distributions of Pledged Housing Tax Revenues on January 2 and June 1 of each year.

Section 4.3 Transfer of Amounts. There is hereby created separate Accounts within the Revenue Fund as set forth below, to be known respectively as the Interest Account and the Principal Account. Upon receiving Pledged Housing Tax Revenues from the Successor Agency and Surplus Non- Housing Tax Revenues, if any, from the Successor Agency, the Trustee shall deposit all amounts received into the Revenue Fund or the Reserve Fund, as applicable, until such time during each Bond Year as the amounts so deposited equal the aggregate amounts required to be transferred to the Trustee in such Bond Year (i) for deposit into the Interest Account and the Principal Account of the Revenue Fund, and (ii) for deposit into the Reserve Fund, if necessary. Such deposits shall be in the following order of priority:

FirstInterest Account. Within the Interest Account, there is hereby created the “2024B Interest Subaccount” (the “Interest Subaccount”). On or before each Interest Payment Date, the Trustee shall set aside from the Revenue Fund and deposit in the Interest Subaccount an amount of money which, together with any money contained therein, is equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date. No deposit need be made into the 61268155.318
Interest Subaccount if the amount contained therein is at least equal to the interest to become due and payable on all Outstanding Bonds on the Interest Payment Dates in such Bond Year. 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.

Second Principal Account. Within the Principal Account, there is hereby created the “2024B Principal Subaccount.” Herein referred as the “Principal Subaccount.” On or before each Principal Payment Date, the Trustee shall set aside from the Revenue Fund and deposit in the Principal Subaccount an amount of money which, together with any money contained therein, is equal to the aggregate amount of the principal becoming due and payable on the Outstanding Bonds on such Principal Payment Date.

No deposit need be made into the Principal Subaccount if the amount contained therein is at least equal to the principal to become due and payable on all Outstanding Bonds on the upcoming Principal Payment Date. 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 on the Outstanding Bonds as they become due and payable.

ThirdReserve Fund. Within the Reserve Fund, there is hereby created the 2024B Reserve Account. Herein referred to as the “Reserve Account.” Subject to this Indenture, all money in the Reserve Account will be used and withdrawn by the Trustee solely for the purpose of (i) making transfers to the Interest Account and the Principal Account, in such order of priority, in the event of any deficiency at any time in any of such Accounts or (ii) for the retirement of all the Bonds then Outstanding. Any amount in the Reserve Fund in excess of the Reserve Requirement for the Bonds shall be withdrawn from the Reserve Fund on or before the Interest Payment Date by the Trustee and deposited in the Interest Account. All amounts in any Account in the Reserve Fund five (5) Business Days before the final Interest Payment Date shall be withdrawn therefrom by the Trustee and transferred either (i) to the Interest Account and then Principal Account, to the extent required to make the deposits then required to be made hereunder, or (ii) if sufficient deposits have been made hereunder, then, as directed by the Successor Agency in any manner permitted by law pursuant to a Written Request of the Successor Agency.

The Reserve Requirement may be satisfied by crediting to the Reserve Fund moneys or a Qualified Reserve Fund Credit Instrument or any combination thereof, which in the aggregate make funds available in the Reserve Fund in an amount equal to the Reserve Requirement. Upon deposit of such Qualified Reserve Fund Credit Instrument, the Trustee shall transfer any excess amounts then on deposit in the Reserve Fund in excess of the Reserve Requirement into a segregated account of the Bond Fund, which monies shall be applied upon written direction of the Successor Agency either (i) to the payment within one year of the date of transfer of capital expenditures of the Successor Agency permitted by law, or (ii) to the redemption of Bonds on the earliest succeeding date on which such redemption is permitted hereby, and pending such application shall be held either not invested in investment property (as defined in section 148(b) of the Code), or invested in such property to produce a yield that is not in excess of the yield on the Bonds; provided, however, that the Successor Agency may by written direction to the Trustee cause an alternative use of such amounts if the Successor Agency shall first have obtained a written opinion of nationally recognized bond counsel substantially to the effect that such alternative use will not adversely affect the exclusion pursuant to section 103 of the Code of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes.

In any case where the Reserve Fund is funded with a combination of cash and a Qualified Reserve Fund Credit Instrument, the Trustee shall deplete all cash balances before drawing on the Qualified Reserve Fund Credit Instrument. With regard to replenishment, any available moneys provided by the Successor Agency shall be used first to reinstate the Qualified Reserve Fund Credit Instrument and second, to replenish the cash in the Reserve Fund. If the Qualified Reserve Fund Credit Instrument is 61268155.319
drawn upon, the Successor Agency shall make payment of interest on amounts advanced under the Qualified Reserve Fund Credit Instrument after making any payments pursuant to this subsection.

Replenishment of Reserve Fund. The Trustee shall value the balances in the Accounts in the Reserve Fund on each October 1. If the balance in an Account in the Reserve Fund is less than the Reserve Requirement, the Trustee shall indicate the amount of such deficiency in a Written Request to the Successor Agency. Upon receipt of such Written Request, the Successor Agency shall immediately take all necessary action to cure such deficiency in such Account, including using best efforts to place the amount of such deficiency on a Recognized Obligation Payment Schedule. No transfers or deposits need be made to any Account in the Reserve Fund so long as there is on deposit therein a sum at least equal to the Reserve Requirement.

Section 4.4 Costs of Issuance Fund. There is hereby established a separate fund to be known as the “2024B Costs of Issuance Fund,” which shall be held in trust by the Trustee. 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 the Fund. Each such Written Request of the Successor Agency shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. Six (6) 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 Revenue Fund.

Section 4.5 Surplus Fund. There is hereby established the “Surplus Fund.” Following the deposits described in Section 4.3 of this Indenture, the Trustee shall deposit any remaining Pledged Housing Tax Revenues and Surplus Non-Housing Tax Revenues into the Surplus Fund. Following such deposit, the Trustee shall transfer any Pledged Housing Tax Revenues and any Surplus Non-Housing Tax Revenues to the Successor Agency for the payment of any enforceable obligations of the Successor Agency, or, if no such payment is required, such amounts shall be distributed to the taxing entities pursuant to the Dissolution Act.

ARTICLE V

COVENANTS OF THE SUCCESSOR AGENCY
Section 5.1 Covenants of the Successor Agency. As long as the Bonds are Outstanding, 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 Owners which are necessary, convenient and desirable to secure the Bonds:

Covenant 1. Compliance with Health and Safety Code. The Successor Agency covenants that it will comply with all applicable requirements of the Health and Safety Code.

Covenant 2. Recognized Obligation Payment Schedule. Pursuant to Section 34177 of the Health and Safety Code, not less than 90-days prior to each January 2 and June 1 (or such other dates as are specified in the Health and Safety Code or other applicable law), the Successor Agency shall prepare and submit to the Successor Agency Oversight Board and the State Department of Finance, a Recognized Obligation Payment Schedule pursuant to which enforceable obligations of the Successor Agency are listed, including debt service with respect to the Bonds. Such Recognized Obligation Payment Schedule shall include all scheduled interest and principal payments on the Bonds that are due and payable on 61268155.320
February and August 1 of the Bond Year ending on August 1 of the next ensuing calendar year, together with any amount required to replenish any Account in the Reserve Fund.

If, on January 2 of any year, the amount of Pledged Tax Revenues remitted by the County Auditor-Controller to the Successor Agency is less than the amount required pursuant to the preceding paragraph, then not less than 90-days prior to June 1 of such year, the Successor Agency shall prepare, and submit to the Successor Agency Oversight Board and the State Department of Finance, a Recognized Obligation Payment Schedule that includes the balance due.

Covenant 3. Punctual Payment. The Successor Agency covenants that it will duly and punctually pay or cause to be paid the principal of and interest on the Bonds on the date, at the place and in the manner provided in the Bonds, and that it will take all actions required under the Health and Safety Code to include debt service on the Bonds on the Recognized Obligation Payment Schedule, including any amounts required to replenish either Account within the Reserve Fund to the full amount of the Reserve Requirement.

Covenant 4. No Priority; No Additional Parity Bonds; Refunding Bonds; Other Obligations.

The Successor Agency covenants that it will not issue any Obligations payable, either as to principal or interest, from the Pledged Housing Tax Revenues which have any lien upon the Pledged Housing Tax Revenues on a parity with or superior to the lien under this Indenture for the Bonds; provided, that the Successor Agency may issue and sell refunding bonds payable from Pledged Housing Tax Revenues on a parity with Outstanding Bonds, if (a) annual debt service on such refunding bonds is lower than annual debt service on the Bonds being refunded during every year the Bonds will be outstanding, (b) the debt service payment dates with respect to such refunding bonds are the same as for the Bonds being refunded and (c) the final maturity of any such refunding bonds does not exceed the final maturity of the Bonds being refunded.

Covenant 5. Use of Proceeds: Management and Operation of Properties. The Successor Agency covenants that the proceeds of the sale of the Bonds will be deposited and used as provided in this Indenture and that it will manage and operate all properties owned by it comprising any part of the Redevelopment Project Area in a sound and proper manner and in accordance with applicable law.

Covenant 6. Payment of Taxes and Other Charges. The Successor Agency covenants that it will from time to time pay and discharge, or cause to be paid and discharged, all payments in lieu of taxes, service charges, assessments or other governmental charges which may lawfully be imposed upon the Successor Agency or any of the properties then owned by it in the Redevelopment Project 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 Housing 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 7. Books and Accounts: Financial Transactions and Records. The Successor Agency covenants that it will at all times keep, or cause to be kept, proper and current books and accounts in which complete and accurate entries are made of the financial transactions and records of the Successor Agency. Within one hundred eighty (180) days after the close of each Fiscal Year an Independent Certified Public Accountant shall prepare an audit of the financial transactions and records of the Successor Agency for such Fiscal Year. To the extent permitted by law, such audit may be included within the annual audited financial statements of the City. Upon written request, the Successor Agency 61268155.321
shall, as soon practicable, furnish a copy of each audit to any Owner. The Trustee shall have no duty to review such audits.

Covenant 8. Protection of Security and Rights of Owners. The Successor Agency covenants to preserve and protect the security of the Bonds and the rights of the Owners 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 the Pledged Housing Tax Revenues pledged under this Indenture cannot be used to pay 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 Housing Tax Revenues, the senior lien position of the Bonds to the Statutory Pass-Through Amounts that have been subordinated to the payment of debt service on the Bonds.

Covenant 9. Continuing Disclosure. The Successor Agency covenants that it will comply with and carry out all of the provisions of its Continuing Disclosure Agreement. Notwithstanding any other provision of this Indenture, failure by the Successor Agency to comply with its Continuing Disclosure Agreement shall not be considered an Event of Default; however, any participating underwriter, Owner or beneficial owner of any Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Covenant 10. Tax Covenants. The Successor Agency covenants in connection with the Bonds as follows:
(A)Special Definitions. When used in this Section, the following terms have the following meanings:
“Code” means the Internal Revenue Code of 1986.
“Computation Date” has the meaning set forth in section 1.148-1(b) of the Treasury Regulations.
“Gross Proceeds”, with respect to an issue, means any proceeds of that issue as defined in section 1.148-1(b) of the Treasury Regulations (referring to sales, investment and transferred proceeds), and any replacement proceeds of that issue as defined in section 1.148-1(c) of the Treasury Regulations.
“Investment” means (i) any security (within the meaning of section 165(g)(2)(A) or (B) of the Code), (ii) any obligation (notwithstanding that such obligation may be a tax-exempt bond), (iii) any annuity contract, (iv) when allocated to a bond other than a private activity bond, any residential rental property for family units that is not located within the jurisdiction of the issuer and that is not acquired to implement a court ordered or approved housing desegregation plan, or (v) any investment-type property (as defined in section 1.148-1(e) of the Treasury Regulations).
“Nonpurpose Investment,” with respect to an issue, means any investment other than a tax-exempt bond that is not a specified private activity bond (within the meaning of section 57(a)(5)(C) of the Code), in which Gross Proceeds of that issue are invested and that is not acquired to carry out the governmental purposes of that issue. “Prior Issue” shall mean the 2024B Bonds.
61268155.322
“Proceeds,” with respect to an issue of governmental obligations, has the meaning set forth in has the meaning set forth in section 1.148-1(b) of the Treasury Regulations (referring to sales, investment and transferred proceeds, but not replacement proceeds, of that issue). “Rebate Amount” has the meaning set forth in section 1.148-1(b) of the Treasury Regulations.
“Treasury Regulations” means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code. “Yield” shall have:
(1) with respect to any Investment or class of Investments, that meaning which is set forth in section 1.148-5 of the Treasury Regulations; and (2) with respect to any issue, that meaning which is set forth in section 1.148-4 of the Treasury Regulations.
(B)Not to Cause Interest to Become Taxable. The Successor Agency shall not use, permit the use of, or omit to use Gross Proceeds of the Bonds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds) in a manner that if made or omitted, respectively, could cause the interest on the Bonds to fail to be excluded pursuant to section 103(a) of the Code from the gross income of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the Successor Agency receives a written opinion of Bond Counsel to the effect that failure to comply with such covenant will not adversely affect the exclusion pursuant to section 103(a) of the Code of interest on any Bond from the gross income of the owners thereof for federal income tax purposes, the Successor Agency shall comply with each of the specific covenants in this Section.
(C)Private Use or Private Payments. Except as would not cause any Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Treasury Regulations and rulings thereunder, the Successor Agency shall at all times prior to the final cancellation of the last of the Bonds to be retired:
(1) exclusively own, operate and possess all property the acquisition, construction or improvement of which has been or is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds or of the Prior Issue and not use or permit the use of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, or agency or instrumentality thereof, unless such use is solely as a member of the general public;
(2) not directly or indirectly impose or accept any charge or other payment by any governmental or nongovernmental person or entity in respect of the use of Gross Proceeds of the Bonds or of the Prior Issue, or of any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, of the type described in clause (i) 61268155.323
foregoing, other than payments that are of taxes of general application within the jurisdiction of the Successor Agency; and
(3) where the Bonds are refunded, the Successor Agency will apply the foregoing restrictions taking cognizance of the provisions of sections 1.141-3(g) and 1.141-4(c)(2)(ii) of the Treasury Regulations and of any subsequently adopted rules or regulations applicable to such a refunding. (D)No Private Loan. Except as would not cause any Bond to become a “private activity bond” within the meaning of section 141 of the Code and the Treasury Regulations and rulings thereunder, the Successor Agency shall not use Gross Proceeds to make or finance any loan to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity not only if such Gross Proceeds are provided to such a person or entity under circumstances that create an indebtedness of that person or entity under local law or for federal income tax purposes, but also if: (a) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction that creates a debt for federal income tax purposes; (b) capacity in or service from such property is committed to such person or entity under a take- or-pay, output or similar contract or arrangement; or (c) indirect benefits of such Gross Proceeds, or burdens and benefits of ownership of any property acquired, constructed or improved with such Gross Proceeds, are otherwise transferred in a transaction that is the economic equivalent of a loan. For purposes of this covenant, the Successor Agency will treat any transaction constituting a loan of Gross Proceeds of the Prior Issue as resulting in a loan of Gross Proceeds of the Bonds. (E)Not to Invest at Higher Yield. Except as would not cause any Bond to become an “arbitrage bond” within the meaning of section 148 of the Code and the Treasury Regulations and rulings thereunder, the Successor Agency shall not, at any time prior to the final cancellation of the last Bond to be retired, directly or indirectly invest Gross Proceeds of the Bonds in any Investment, if as a result of such investment the Yield of any Investment or class of Investments acquired with Gross Proceeds, whether then held or previously disposed of, would materially exceed the Yield of the Bond, all as determined in accordance with the provisions of said section 148 and Treasury Regulations and rulings.
(F)Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Treasury Regulations and rulings thereunder, the Successor Agency shall not take or omit to take any action that would cause any Bond to be “federally guaranteed” within the meaning of section 149(b) of the Code and the Treasury Regulations and rulings thereunder.

Without limitation of the foregoing, the Successor Agency will not permit any portion of the debt service on the Bonds to be guaranteed (in whole or in part) by the United States, or more than 5% of the proceeds of the Bonds to be loaned to any person under which the obligation of that person to repay such loan is guaranteed (in whole or in part) by the United States, or more than 5% of the proceeds of the Bonds to be invested (directly or indirectly) in federally insured deposits or accounts. For this purpose, a guarantee or insurance by an agency or instrumentality of the United States will be treated as though made or provided by the United States. (G)Information Report. The Successor Agency shall timely file any information required by section 149(e) of the Code with respect to the Bonds with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. 61268155.324
(H)Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Treasury Regulations, in order to assure that no Bond is treated as an arbitrage bond:
(1) the Successor Agency shall account for all Gross Proceeds of the Bonds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Bond is discharged. However, to the extent permitted by law, the Successor Agency may commingle Gross Proceeds of Bonds with its other monies, provided that it separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith in accordance with applicable Treasury Regulations;
(2) not less frequently than each Computation Date, the Successor Agency shall retain the services of a qualified rebate analyst to calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Treasury Regulations and rulings thereunder. The Successor Agency promptly shall report to the Trustee the results of such calculation, including the basis therefor, in sufficient detail and on a timely basis in order that the Successor Agency shall be able to comply with its covenants herein. The Trustee shall maintain a copy of the calculation with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date;
(3) to assure the exclusion pursuant to section 103(a) of the Code of interest on Bonds from the gross income of the owners thereof for federal income tax purposes, the Successor Agency shall provide to the Trustee for deposit into a “Rebate Fund” (established hereby and to be held in trust by the Trustee and governed by the Tax Certificate) an amount sufficient to permit the Successor Agency timely to pay to the United States the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in section 1.148-3(e)(2) of the Treasury Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, such rebate payments shall be made by the Successor Agency at the times and in the amounts as are or may be required by section 148(f) of the Code and the Treasury Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Treasury Regulations and rulings thereunder for execution and filing by the Successor Agency; and
(4) the Successor Agency shall exercise reasonable diligence to assure that no error is made in the calculations and payments required by paragraphs (ii) and (iii), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including by payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under section 1.148-3(h) or other provision of the Code or Treasury Regulations.
61268155.325
(I)Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Treasury Regulations and rulings thereunder, the Successor Agency shall, not at any time prior to the final cancellation of the last of the Bonds to be retired, enter into any transaction that reduces the amount required to be paid to the United States pursuant to paragraph (H) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yield on the Bonds not been relevant to either party.
(J)Bonds Not Hedge Bonds. The Successor Agency represents and covenants that neither the Prior Issue or the Bonds does or will not comprise “hedge bonds” within the meaning of section 149(g) of the Code.
(K)Use of Proceeds; Weighted Average Maturity. The Successor Agency hereby represents and covenants that it will apply the proceeds of the Bonds in a manner so that the weighted average maturity of the Bonds does not exceed 120% of the average reasonably expected remaining economic life of the facilities financed or refinanced therewith (all determined in accordance with the provisions of section 147(b) of the Code). (L)Elections. The Successor Agency hereby directs and authorizes the Chief Financial Officer of the Successor Agency to make elections permitted or required pursuant to the provisions of the Code or the Treasury Regulations, as such authorized Successor Agency representative (after consultation with Bond Counsel) deems necessary or appropriate in connection with the Bonds, in the Bond as to Tax Exemption or similar or other appropriate certificate, form or document.
(M)Closing Certificate. The Successor Agency agrees to execute and deliver in connection with the issuance of Bonds a Tax Certificate as to Arbitrage and the Provisions of Sections 103 and 141-150 of the Code, or similar document containing additional representations and covenants pertaining to the excludability of interest from the gross income of the Owners for federal income tax purposes, which representations and covenants are incorporated as though expressly set forth herein.

Covenant 11. Reserved.

Covenant 12. Covenant to Provide Surplus Non-Housing Tax Revenues. The Successor Agency hereby covenants to provide the Trustee with Surplus Non-Housing Tax Revenues for the payment of the principal of and interest on the Bonds, and if necessary to replenish any Reserve Account hereunder, if Pledged Housing Tax Revenues are insufficient for such purposes. Surplus Non-Housing Tax Revenues shall be provided by the Successor Agency on the same date or dates, as applicable, that Pledged Housing Tax Revenues are required to be transmitted to the Trustee hereunder.

Covenant 13. Further Assurances. The Successor Agency covenants 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. 61268155.326

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 upon 30 day’s prior written notice, unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Successor Agency has knowledge that the Trustee 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. (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 retiring 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 61268155.327
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, national banking association, 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, national banking association, 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, or taking action in connection with its duties under this Indenture other than making payments of principal and interest on the Bonds as they become due or causing an acceleration of the Bonds whenever required hereunder, 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 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, national banking association, or trust company into which the Trustee may be merged or converted or with which either of them may be consolidated or any bank, national banking association, or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank, national banking association, or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank, national banking association, or trust company shall be eligible under subsection (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 61268155.328
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 Corporate 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.
(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.
(j) The Trustee shall not be accountable for the use or application by the Successor Agency of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agent. The Trustee may become the owner of Bonds secured hereby with the same rights it would have if not Trustee.
(k) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” means the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Successor 61268155.329
Agency shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Successor Agency, whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Successor Agency understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer.

The Successor Agency shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Successor Agency and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Successor Agency. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Successor Agency; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. (l) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; quarantine restrictions, riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

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) 61268155.330
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 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 Housing 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. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

The Successor Agency further covenants and agrees to indemnify and hold the Trustee and its officers, directors, agents and employees, harmless against any loss, expense, damages, suits, claims 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 hereunder, including in the Revenue Fund, Costs of Issuance Fund or the Rebate Fund and any other accounts set forth in this Section 6.7, 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 hold moneys hereunder uninvested. (a) Moneys in the Redevelopment Obligation Retirement Fund shall be invested by the Successor Agency only in obligations permitted by the Health and Safety Code 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 and the Principal Account of the Revenue Fund shall be invested by the Trustee only in obligations which will by their terms mature on such dates as to ensure that before each Interest Payment Date and Principal Payment Date, there will be in such account, from 61268155.331
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 Fund shall be invested by the Trustee 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 to replenish the Reserve Fund. (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, the Principal Account or the Reserve Fund, to the extent they exceed the amount required to be in such Account, shall be transferred on each Interest Payment Date to the Revenue Fund.

All interest earnings on monies invested in the Rebate Fund shall be retained in such Fund and applied as set forth in a written direction from the Successor Agency. 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, at no additional cost, 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 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 at market. In making any valuations hereunder, the Trustee may utilize and conclusively rely without liability upon such generally recognized pricing information as may be regularly available to it (including brokers and dealers in securities).

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 Agency during the Trustee’s business 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) 61268155.332
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 New York, New York, 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 for any one or more of the following purposes:
(a) to add to the covenants and agreements of the Successor Agency in this Indenture contained, other covenants and agreements thereafter to be observed or to limit or surrender any rights or power herein reserved to or conferred upon the Successor Agency; or (b) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision contained in this Indenture, or as to any other provisions of the Indenture as the Successor Agency may deem necessary or desirable, in any case which do not have a material and adverse effect on the security for the Bonds granted hereunder, as evidenced by the opinion of counsel delivered to it under Section 7.6 hereunder; or (c) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute 61268155.333
hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute; or
(d) to modify or amend any provision of this Indenture with any effect and to any extent whatsoever permissible by law, provided that any such modification or amendment shall apply only to the Bonds issued and delivered subsequent to the execution and delivery of the applicable Supplemental Indenture.

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 (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof, or extend the time of payment, without the consent of the Owner of each Bond so affected, or (ii) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or (iii) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Owners of the Bonds of the lien created by this Indenture on such Pledged Housing Tax Revenues and other assets (except as expressly provided in this Indenture), without the consent of the Owners of all of the Bonds then Outstanding. It shall not be necessary for the consent of the Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Successor Agency and the Trustee of any Supplemental Indenture pursuant to this subsection (a), the Trustee shall cause to be mailed a notice (the form of which shall be furnished to the Trustee by the Successor Agency), by first class mail postage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to the Owners of the Bonds at the respective addresses shown on the Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.

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 purpose at the Corporate Trust Office of the Trustee, and thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such notation, the Successor Agency may determine that new Bonds shall be prepared 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 Corporate 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. 61268155.334
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 on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise;
(b) if default shall be made by the Successor Agency in the observance of any of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, other than a default described in the preceding clause (a), and such default shall have continued for a period of thirty (30) days following receipt by the Successor Agency of written notice from the Trustee or any Owner of not less than 50% in aggregate principal amount of the Outstanding Bonds; provided, that if such default is such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Successor Agency within the applicable period and diligently pursued until the default is corrected, which period shall not be longer than sixty (60) days from the date of written notice specifying the failure; 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.