Marina City Council
February 7, 2023

APPENDIX A

SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE

[to come]

EXHIBIT B
93 Appendix B

APPENDIX B

FORM OF OPINION OF BOND COUNSEL

[Closing Date]

Successor Agency to the
Marina Redevelopment Agency
211 Hillcrest Avenue
Marina, California 93933

OPINION: $____________* Successor Agency to the Marina Redevelopment Agency Tax Allocation Bonds, Series 2023A

Members of the Successor Agency:

We have acted as bond counsel in connection with the issuance by the Successor Agency to the Marina Redevelopment Agency, as successor to the former Marina Redevelopment Agency (the “Former Agency”), of its $________* Successor Agency to the Marina Redevelopment Agency Tax Allocation Bonds, Series 2023A (the “Bonds”), pursuant to the provisions of section 34177.5 of the California Health and Safety Code (the “Law”), Resolution No. 2022-01 (SA-MRA) adopted by the Successor Agency on March 1, 2022, and an Indenture of Trust, dated as of July 1, 2018, by and between the Successor Agency and MUFG Union Bank, N.A., as trustee (the “Original Trustee”), as amended and supplemented by a First Supplemental Indenture of Trust, dated as of September 1, 2020, by and between the Successor Agency and the Original Trustee, and by a Second Supplemental Indenture of Trust, dated as of March 1, 2023 (together, the “Indenture”), by and between the Successor Agency and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”).

In connection with this opinion, we have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Successor Agency contained in the Indenture and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation.

Based upon the foregoing we are of the opinion, under existing law, as follows:

1. The Successor Agency is duly created and validly existing as a public body, corporate and politic, with the power to enter into the Indenture, perform the agreements on its part contained therein and issue the Bonds.

2. The Indenture has been duly appr oved by the Successor Agency and constitutes a valid and binding obligation of the Successor Agency enforceable upon the Successor Agency in accordance with its terms.

3. Pursuant to the Law, the Indenture creates a valid lien on the funds pledged by the Indenture for the security of the Bonds, on a parity with the pledge thereof for the security of the 2018A Bonds, of the 2020A Bonds, and of any future Parity Debt that may be issued pursuant to and as such capitalized terms are defined in the Indenture.

4. The Bonds have been duly authorized, executed and delivered by the Successor Agency and are valid and binding special obligations of the Successor Agency, payable solely from the sources provided therefor in the Indenture.

* Preliminary, subject to change.

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5. Subject to the Successor A gency’s compliance with certain covenants, interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the alternative minimum tax for individuals under the Internal Revenue Code of 1986, as amended. For tax years beginning after December 31, 2022, interest on the Bonds may affect the corporate alternative minimum tax for certain corporations. Failure to comply with certain of such covenants could cause interest on the Bonds to be includable in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds.

6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California.

Ownership of the Bonds may result in other tax consequences to certain taxpayers, and we express no opinion regarding any such collateral consequences arising with respect to the Bonds.

The rights of the owners of the Bonds and the enforceability of the Bonds and the Indenture may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and also may be subject to the exercise of judicial discretion in accordance with general principles of equity.

In rendering this opinion, we have relied upon certifications of the Successor Agency and others with respect to certain material facts. Our opinion represents our legal judgment based upon such review of the law and the facts that we deem relevant to render our opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Respectfully submitted,

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95 Appendix C

APPENDIX C

BOOK-ENTRY ONLY SYSTEM

The information in this Appendix C concerning The Depository Trust Company ( “DTC”), New York, New York, and DTC ’s book-entry system has been obtained from DTC and the 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 D TC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.

The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC.

One fully registered certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC ’s participants ( “Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificate s. 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 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 in terests 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

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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 Particip ants 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 th e 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 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 tak es no responsibility for the accuracy thereof.

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97 Appendix D

APPENDIX D

FORM OF CONTINUING DISCLOSURE CERTIFICATE

This CONTINUING DISCLOSURE CERTIFICATE (the “Disclosure Certificate”) is executed and delivered by the SUCCESSOR AGENCY TO THE MARINA REDEVELOPMENT AGENCY (the “Successor Agency”) in connection with the issuance of $________* Successor Agency to the Marina Redevelopment Agency Tax Allocation Bonds, Series 2023A (the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust, dated as of July 1, 2018, by and between the Successor Agency and MUFG Union Bank, N.A., as trustee (the “Original Trustee”), as amended and supplemented by a First Supplemental Indenture of Trust, dated as of September 1, 2020, by and between the Successor Agency and the Original Trustee, and by a Second Supplemental Indenture of Trust, dated as of March 1, 2023 (together, the “Indenture”), by and between the Successor Agency and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”). The Successor Agency covenants and agrees as follows:

Section 1. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section 1, the following capitalized terms shall have the following meanings when used in this Disclosure Certificate:

“Annual Report” shall mean any Annual Report provided by the Successor Agency pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

“Beneficial Owner” shall mean any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.

“Dissemination Agent” shall mean Applied Best Practices, LLC, or any successor Dissemination Agent designated in writing by the Successor Agency and which has filed with the Successor Agency a written acceptance of such designation. In the absence of such a designation, the Successor Agency shall act as the Dissemination Agent.

“EMMA” or “Electronic Municipal Market Access ” means the centralized on- line repository for documents to be filed with the MSRB, such as official statements and disclosure information relating to municipal bonds, notes and other securities as issued by state and local governments.

“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information which may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future.

“Official Statement” means the Official Statement with respect to the Bonds, dated __________, 2022.

“Participating Underwriter” shall mean the original underwriter of the Bonds required to comply with the Rule in connection with the offering of the Bonds.

“Rule” shall mean Rule 15c2 -12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

“Significant Event” means any of the events listed in Section 5(a) of this Disclosure Certificate.

Section 2. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Successor Agency for the benefit of the owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5).

* Preliminary, subject to change.

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Section 3. Provision of Annual Reports.

(a) Delivery of Annual Report. The Successor Agency shall, or shall cause the Dissemination Agent to, not later than the April 1 occurring after the end of each fiscal year of the Successor Agency (which currently ends on June 30), commencing with the report for the 2021-22 Fiscal Year, which is due not later than April 1, 2023, file with EMMA, in a readable PDF or other electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Successor Agency may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date.

(b) Change of Fiscal Year. If the Successor Agency’s fiscal year changes, it shall give notice of such change in the same manner as for a Significant Event under Section 5(b), and subsequent Annual Report filings shall be made no later than nine months after the end of such new fiscal year end.

(c) Delivery of Annual Report to Dissemination Agent. Not later than fifteen (15) Business Days prior to the date specified in subsection (a) (or, if applicable, subsection (b)) of this Section 3 for providing the Annual Report to EMMA, the Successor Agency shall provide the Annual Report to the Dissemination Agent (if other than the Successor Agency). If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall notify the Succ essor Agency. If the Dissemination Agent has not received an Annual Report and Certification by 6:00 p.m. Eastern time on annual filing date (or, if such annual filing date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a failure to file event shall have occurred and the Successor Agency irrevocably directs the Dissemination Agent in a timely manner to send a notice to the MSRB in substantially the form attached as Exhibit A.

(d) Report of Non-Compliance. If the Successor Agency is the Dissemination Agent and is unable to file an Annual Report by the date required in subsection (a) (or, if applicable, subsection (b)) of this Section 3, the Successor Agency shall send, in a timely manner, a notice to EMMA substantially in the form attached hereto as Exhibit A. If the Successor Agency is not the Dissemination Agent and is unable to provide an Annual Report to the Dissemination Agent by the date required in subsection (c) of this Section 3, the Dissemination Agent shall send, in a timely manner, a notice to EMMA in substantially the form attached hereto as Exhibit A.

(e) Annual Compliance Certification. The Dissemination Agent shall, if the Dissemination Agent is other than the Successor Agency, file a report with the Successor Agency certifying that the Annual Report has been filed with EMMA pursuant to Section 3 of this Disclosure Certificate, stating the date it was so provided and filed.

Section 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following:

(a) Financial Statements. Audited financial statements of the City of Marina, California for the preceding fiscal year (which include financial information for the Successor Agency), prepared in accordance with generally accepted accounting principles. If the Successor Agency’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial state ments in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.

(b) Other Annual Information. To the extent not included in the audited financial statements of the Successor Agency, the Annual Report for each fiscal year shall also include financial and operating data

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with respect to the Successor Agency for the most recent full fiscal year (except as provided in (4) below), as follows:

(1) Cumulative tax increment revenues allocated to the Former Agency and the Successor Agency, and outstanding bonded indebtedness, each as applicable under the fiscal merger of the Marina Municipal Airport Redevelopment Plan, the Marina Redevelopment Plan and the Redevelopment Project No. 3 Redevelopment Plan (plan limitations of $4,000,000,000 and $655,000,000, respectively).

(2) Ten Largest Property Taxpayers (substantially in the form of Table 4 in the Official Statement).

(3) Historical Pledged Non-Housing Funds (substantially in the form of Table 5 in the Official Statement).

(4) Projection of Pledged Non -Housing Funds available for Debt Service and Debt Service Coverage for the Bonds (and any outsta nding Parity Debt) in a format similar to Table 8 in the Official Statement for the current fiscal year, but with no requirement to project future years’ values and coverage.

(5) The issuance of any Parity Debt related to the Bonds, including a description of the date of issuance, the principal amount issued and the use of proceeds thereof.

(6) The amount of the Reserve Requirement for the Bonds as of the end of such fiscal year and the amount on deposit as of such date in the 2023A Reserve Account of the Series A Debt Service Fund.

(7) The amount of the Reserve Requirement for the 2018A Bonds and any reserve requirement for any outstanding Parity Debt as of the end of such fiscal year and the amount on deposit as of such date in the Reserve Account for the 2018A Bonds and in any reserve account for such Parity Debt, respectively.

(c) Cross References. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Successor Agency or related public entities, which are available to the public on EMMA. The Successor Agency shall clearly identify each such other document so included by reference.

If the document included by reference is a final official statement, it must be available from EMMA.

(d) Further Information. In addition to any of the information expressly required to be provided under paragraph (b) of this Section 4, the Successor Agency shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Section 5. Reporting of Significant Events.

(a) The Successor Agency shall, or shall cause the Dissemination Agent (if not the Successor Agency) to, give notice of the occurrence of any of the following events with respect to the Bonds:

(i) Principal and interest payment delinquencies;

(ii) Non–payment related defaults, if material;

(iii) Unscheduled draws on debt service reserves reflecting financial difficulties;

(iv) Unscheduled draws on credit enhancements reflecting financial difficulties;

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Appendix D

(v) Substitution of credit or liquidity providers, or their failure to perform;

(vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 –TEB) or other material notices or determinations with respect to the tax status of the security, or other materia l events affecting the tax status of the security;

(vii) Modifications to rights of security holders, if material;

(viii) Bond calls, if material, and tender offers;

(ix) Defeasances;

(x) Release, substitution, or sale of property securing repayment of the securities, if material;

(xi) Rating changes;

(xii) Bankruptcy, insolvency, receivership or similar event of the obligated person;

(xiii) The consummation of a merger, consolidation, or acquisition involving the obligated person, or the sale of all or substantially all of the assets of the obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, ot her than pursuant to its terms, if material;

(xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material;

(xv) The incurrence of a financial obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect security holders, if material; or

(xvi) A default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties.

(b) Whenever the Successor Agency obtains knowledge of the occurrence of a Significant Event, the Successor Agency shall, or shall cause the Dissemination Agent (if not the Successor Agency) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Significant Event. Notwithstanding the foregoing, notice of Significant Events described in subsection (a)(viii) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to owners of affected Bonds under the Indenture.

(c) The Successor Agency acknowledges that the events described in subparagraphs (a)(ii), (a)(vii), (a)(viii) (if the event is a bond call), (a)(x), (a)(xiii), (a)(xiv) and (a)(xv) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(vi) also contains the qualifier “material” with respect to certain notices, determinations or other events affecting the tax status of the Bonds. The Successor Agency shall cause a notice to be filed as set forth in para graph (b) above with respect to any such event only to the extent that the Successor Agency determines the event’s occurrence is material for purposes of U.S. federal securities law. The Successor Agency intends that the words used in paragraphs (xv) and ( xvi) and the definition of “financial obligation” to have the meanings ascribed thereto in SEC Release No. 34 -83885 (August 20, 2018), or any further guidance or releases provided by Securities and Exchange Commission.

(d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(xii) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Successor Agency in a proceeding under the United States Bankruptcy Code or in any other

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proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Successor Agency, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or govern mental authority having supervision or jurisdiction over substantially all of the assets or business of the Successor Agency.

Section 6. Identifying Information for Filings with EMMA . All documents provided to EMMA under this Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Termination of Reporting Obligation . The Successor Agency’s obligations under this Disclosure Certificate shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Successor Agency shall give notice of such termination in the same manner as for a Significant Event under Section 5(b).

Section 8. Dissemination Agent.

(a) Appointment of Dissemination Agent. The Successor Agency has initially appointed Applied Best Practices, LLC as the Dissemination Agent. The Successor Agency may, from time to time, appoint or engage a successor Dissemination Agent to assist it in carryi ng out its obligations under this Disclosure Certificate and may discharge any such agent, with or without appointing a successor Dissemination Agent. If the Dissemination Agent is not the Successor Agency, the Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Successor Agency pursuant to this Disclosure Certificate. It is understood and agreed that any information that the Dissemination Agent may be instructed to file with EMMA shall be prepa red and provided to it by the Successor Agency. The Dissemination Agent has undertaken no responsibility with respect to the content of any reports, notices or disclosures provided to it under this Disclosure Certificate and has no liability to any person, including any Bond owner, with respect to any such reports, notices or disclosures. The fact that the Dissemination Agent or any affiliate thereof may have any fiduciary or banking relationship with the Successor Agency shall not be construed to mean that the Dissemination Agent has actual knowledge of any event or condition, except as may be provided by written notice from the Successor Agency.

(b) Compensation of Dissemination Agent. The Dissemination Agent shall be paid compensation by the Successor Agency for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Successor Agency from time to time and all expenses, legal fees and expenses and advances made or incurred by the Dissemin ation Agent in the performance of its duties hereunder. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Successor Agency, owners or Beneficial Owners, or any other party. The Dissemination Agent may rely, and shall be protected in acting or refraining from acting, upon any direction from the Successor Agency or an opinion of nationally recognized bond counsel. The Dissemination Agent may at any time resign by giving written notice of such resignation to the Success or Agency. The Dissemination Agent shall not be liable hereunder except for its negligence or willful misconduct.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Successor Agency may amend this Disclosure Certificate (and the Dissemination Agent shall agree to any amendment so requested by the Successor Agency that does not impose any greater duties or risk of liability on the Dissemination Agent), and any provision of this Disclosure Certificate may be waived, provided that all of the following conditions are satisfied:

(a) Change in Circumstances. If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a) or (b), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or the type of business conducted.

(b) Compliance as of Issue Date . The undertaking, as amended or taking into account such waiver, would, in the opinion of a nationally recognized bond counsel, have complied with the requirements of the

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Appendix D

Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances.

(c) Consent of Holders; Non-impairment Opinion. The amendment or waiver either (i) is approved by the Bond owners in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Bond owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Bond owners or Beneficial Owners.

If this Disclosure Certificate is amended or any provision of this Disclosure Certificate is waived, the Successor Agency shall describe such amendment or waiver in the next following Annual Report and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the typ e (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Successor Agency. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Significant Event under Section 5(b), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Successor Agency from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Significant Event, in addition to that which is required by this Disclosure Certificate. If the Successor Agency chooses to include any information in any Annual Report or notice of occurrence of a Significant Event in addition to that which is specifically required by this Disclosure Certificate, the Successor Agency shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Significant Event.

Section 11. Default. In the event of a failure of the Successor Agency to comply with any provision of this Disclosure Certificate, any Certificate owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Successor Agency to comply with their obligations under this Disclosure Certificate. The sole remedy under this Disclosure Certificate in the event of any failure of the Successor Agency to comply with this Disclosure Certificate shall be an action to compel performance.

Section 12. Duties, Immunities and Liabilities of Dissemination Agent . The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and no implied covenants or obligations shall be read into this Disclosure Certificate against the Dissemination Agent, and the Successor Agency agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees and expenses) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the Successor Agency under this Section 12 shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

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Appendix D

Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Successor Agency, the Dissemination Agent, the Participating Underwriter and the owners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Date: [Closing Date]

SUCCESSOR AGENCY TO THE MARINA

REDEVELOPMENT AGENCY

By
City Manager
of the City of Marina
ACKNOWLEDGED and AGREED:

APPLIED BEST PRACTICES, LLC, as
Dissemination Agent

By
Authorized Officer

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Appendix D

EXHIBIT A

NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT

Name of Obligor: Successor Agency to the Marina Redevelopment Agency

Names of Issue: Successor Agency to the Marina Redevelopment Agency Tax Allocation Bonds, Series 2023A

Date of Issuance: [Closing Date]

NOTICE IS HEREBY GIVEN that the Obligor has not provided an Annual Report with respect to the above- named Issue as required by the Continuing Disclosure Certificate, dated the Date of Issuance, furnished by the Obligor in connection with the Issue. The Obligor anticipates that the Annual Report will be filed by _________________.

Date:

APPLIED BEST PRACTICES, LLC, as
Dissemination Agent

By
Authorized Officer

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Appendix E

APPENDIX E

ANNUAL FINANCIAL STATEMENTS

OF THE CITY OF MARINA
FOR THE FISCAL YEAR ENDED JUNE 30, 2021

The Auditor was not requested to consent to the inclusion of its report in this Appendix E and it has not undertaken to update financial statements included in this Appendix E. No opinion is expressed by the Auditor with respect to any event subsequent to its report.

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Appendix F

APPENDIX F

GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION

RELATING TO THE CITY AND THE COUNTY

The information in this Appendix A is presented as general background data. The 2022 Bonds are payable solely from the Special Tax Revenues and amounts held in certain funds under the Fiscal Agent Agreement, as described in the Official Statement.

Although reasonable efforts have been made to include up-to-date information in this Appendix A, some of the information is not current due to delays in reporting of information by various sources. It should not be assumed that the trends indicated by the following data would continue beyond the specific periods reflected herein.

Introduction

The City. The City of Marina, California (the “City”) is located in Monterey County, California (the “County”). The City is located along the central coast of California, 8 miles west of the City of Salinas, and 8 miles north of the City of Monterey. The City is also connected to Monterey, California by California State Route 1, which also connects it with Santa Cruz, California. The City lies at an elevation of 43 feet. The City was incorporated in 1975 and is the newest city on the Monterey Peninsula. The City includes par t of the California State University, Monterey Bay campus, the Monterey Bay Education, Science and Technology Center branch research center of the University of California Santa Cruz, and the Veterans Transition Center (VTC). According to the United States Census Bureau, the City has a total area of 9.8 square miles, of which 8.9 square miles is land and 0.9 square miles is water.

The City’s history is intertwined with that of Fort Ord. Fort Ord lands were used as an infantry training center since the Mexican American War. Major growth took place in 1938 with the first joint Army and Navy maneuvers held in 1940. Fort Ord was selected in 1991 for decommissioning and the post formally closed after troop reassignment in 1994. In July 1994 the first academi c year of California State University, Monterey Bay opened, and barracks were soon transformed into dorms. As a result of base closure, some of the last undeveloped natural wildlands on the Monterey Peninsula are now overseen by the Bureau of Land Management, including 86 miles of trails for the public to explore on foot, bike or horseback. In 2012, President Barack Obama designated 14,000 acres of the closed base as a National Monument managed by the BLM.

The County . The County, described as the “greatest meeting of land and sea” celebrated its quadricentennial in 2002. In 1602, Spanish merchant Sebastian Vizcaino became the first European on the Monterey Peninsula. He christened Monterey after the viceroy of New Spain, Count de Monte Rey.

Eventually, the City of Monterey served as California’s first capital, where the State constitution was signed in 1849. The County is one of the 27 original California counties, incorporating in 1850.

With an area of about 3,300 square miles, the County borders the Pacif ic Ocean almost at the midpoint of California with 99 miles of coastline. The County is located about 100 miles south of San Francisco and 240 miles north of Los Angeles. It is bordered by Santa Cruz County to the north, San Benito (originally part of the County), Fresno and Kings Counties to the east and San Luis Obispo County to the south.

There are two distinct sub -regions in the County. One is the Monterey Peninsula, world famous for beautiful ocean views, opulent homes, the 17-mile drive, seafood and golf courses. The other, the Salinas Valley, is equally renowned as an area full of fertile farmland, running almost the entire length of the County and is one of the world’s major vegetable producing areas.

The Department of Defense has a number of inst allations located in the County: Fort Hunter - Liggett, Camp Roberts, the Naval Postgraduate School, the Defense Language Institute and some support facilities for the Naval Postgraduate School and the Defense Language Institute and certain other functions at what used to be Fort Ord. The Monterey Peninsula, famed for its scenic beauty, is a year -round tourist attraction. Pebble Beach, Cypress Point, Spyglass Hill, Poppy Hills and The Links at Spanish Bay are well

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Appendix F

known Monterey Peninsula golf courses. The Monterey Bay Aquarium and the City of Carmel-By-The-Sea also are attractions that draw tourists to the Monterey Peninsula.

The County also benefits from two wilderness areas set aside for recreational enjoyment, consisting of 468,538 total acres. The Los Padres National Forest has 304,035 acres and the Ventana Wilderness totals 164,503 acres.

Population

The table below summarizes population of the City, the County, and the State for the last five years.

CITY OF MARINA, MONTEREY COUNTY, and CALIFORNIA
Population

City of Monterey State of
Year Marina County California
2018 22,342 438,639 39,519,535
2019 22,704 440,199 39,605,361
2020 22,372 440,393 39,648,938
2021 21,271 435,721 39,303,157
2022 21,457 433,716 39,185,605

Source: California Department of Finance, E-4 Population Estimate for Cities, Counties, and the State, 2010-22, with 2010 Census Benchmark.

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Appendix F

Employment

The following table summarizes historical employment and unemployment for the County, the State, and the United States:

MONTEREY COUNTY, CALIFORNIA, and UNITED STATES
Civilian Labor Force, Employment, and Unemployment
(Annual Averages)

Unemployment
Year Area Labor Force Employment Unemployment Rate (1)
2017 Monterey County 220,200 204,400 15,800 7.2%
California 19,312,000 18,393,100 918,900 4.8
United States 160,320,000 153,337,000 6,982,000 4.4

2018 Monterey County 224,100 210,000 14,000 6.3
California 19,398,200 18,582,800 815,400 4.2
United States 162,075,000 155,761,000 6,314,000 3.9

2019 Monterey County 222,500 208,700 13,800 6.2
California 19,411,600 18,627,400 784,200 4.0
United States 163,539,000 157,538,000 6,001,000 3.7

2020 Monterey County 213,500 190,400 23,100 10.8
California 18,821,200 16,913,100 1,908,100 10.1
United States 160,742,000 147,795,000 12,947,000 8.1

2021(2) Monterey County 211,900 194,300 17,500 8.3
California 18,923,200 17,541,900 1,381,200 7.3
United States 161,204,000 152,581,000 8,623,000 5.3

Source: California Employment Development Department, Monthly Labor Force Data for Counties, Annual Average 2010 -21, and US Department of Labor.
(1) The unemployment rate is computed from unrounded data ; therefore, it may differ from rates computed from rounded figures available in this table.
(2) Latest available full-year data.

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Appendix F

Major Employers in the City and Industries in the County

The following table lists the top 10 employers within the City for the 2021 calendar year.

CITY OF MARINA
Top 10 Employers
For the 2021 Calendar Year(1)

% of
Employer Employees Total
Monterey Peninsula College 265 2.09%
Walmart 225 1.77
Target 197 1.55
Monterey Regional Waste Mgmt. Dist. 115 1.55
City of Marina 85 0.91
Scudder Roofing Company 84 0.67
Monterey One Water Treatment Plant 83 0.66
Kohl’s 62 0.65
REI 55 0.49
Michael’s 35 0.43
Total Top 10 1,206 10.77%

Source: City of Marina 2020-21 Annual Comprehensive Financial Report. (1) Latest available full-year data.

The table below sets forth a list of major employers in the County in 2021.

MONTEREY COUNTY
2021 Major Employers

Employer Name Location Industry
Al Pak Labor Soledad Labor Contractors
Azcona Harvesting Greenfield Harvesting-Contract
Bud of California Soledad Fruits & Vegetables-Growers & Shippers Carol Hatton Breast Care Ctr Monterey Diagnostic Imaging Centers County-Monterey Behavioral King City Health Services
Fort Hunter Liggett Military Jolon Military Bases
Growers Co Salinas Fruits & Vegetables & Produce-Retail Hilltown Packing Co Inc Salinas Harvesting-Contract
Mann Packing Co Inc Salinas Fruits & Vegetables-Growers & Shippers Mee Memorial Hospital King City Hospitals
Middlebury Institute-Intl Stds Monterey Schools-Universities & Colleges Academic Misionero Vegetables Gonzales Fruits & Vegetables-Growers & Shippers Monterey County Social Svc Dpt Salinas Government Offices-County Monterey Peninsula College Monterey Junior-Community College-Tech Institutes Natividad Medical Ctr Salinas Hospitals
Pebble Beach Co Pebble Beach Resorts
Pebble Beach Resorts Pebble Beach Resorts
Premium Harvesting & Packing Salinas Labor Contractors
Quality Farm Labor Gonzales Labor Contractors
R C Packing Gonzales Packing & Crating Service
Rancho Canada Golf Club Carmel Golf Courses
Salinas Valley Meml Healthcare Salinas Health Care Management

Source: America’s Labor Market Information System (ALMIS) Employer Database, 2022 1st Edition.

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Appendix F

Construction Activity

The following table reflects the five-year history of building permit valuation for the City and the County:

CITY OF MARINA
Building Permits and Valuation
(Dollars in Thousands)

2017 2018 2019 2020 2021(2)
Permit Valuation:

New Single-family $25,210 $60,820 $15,811 $22,705 $58,235 New Multi-family 8,360 — — 88,360 850
Res. Alterations/Additions 1,411 15,105 2,734 3,396 2,378 Total Residential 34,982 75,925 18,546 34,462 61,464
Total Nonresidential 3,896 3,237 1,862 13,258 3,234
Total All Building $38,879 $79,163 $20,409 $47,720 $64,698

New Dwelling Units:

Single Family 94 206 48 79 209
Multiple Family 47 — — 47 11
Total 141 206 48 126 220

MONTEREY COUNTY
Building Permits and Valuation
(Dollars in Thousands)

2017 2018 2019 2020 2021(2)
Permit Valuation:

New Single-family $165,341 $199,194 $142,474 $113,829 $128,255 New Multi-family 33,318 51,460 23,669 29,377 33,842
Res. Alterations/Additions 73,317 88,972 65,196 41,230 80,409 Total Residential 271,977 339,627 231,340 184,437 242,508 Total Nonresidential 171,630 151,103 195,621 143,658 159,229 Total All Building $443,608 $490,731 $426,961 $328,096 $401,737

New Dwelling Units:

Single Family 523 611 574 361 473
Multiple Family 178 212 116 199 277
Total 701 823 690 560 750

Source: Construction Industry Research Board: “Building Permit Summary.” Note: Columns may not sum to totals due to independent rounding. (1) Latest available full year data.

Household Effective Buying Income

“Effective Buying Income” is defined as personal income less personal tax and nontax payments, a number often referred to as “disposable” or “after-tax” income. Personal income is the aggregate of wages and salaries, other labor -related income (such as employer contributions to private pension f unds), proprietor’s income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, State and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as “disposable personal income.”

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Appendix F

The following table summarizes the median household effective buying income for the City, the County, the State and the nation for the past five years.

CITY OF MARINA, MONTEREY COUNTY,

STATE OF CALIFORNIA AND UNITED STATES
Median Household Effective Buying Income

2018 2019 2020 2021 2022
City of Marina $55,938 $61,719 $63,319 $68,077 $68,927
Monterey County 60,275 65,078 65,426 74,498 74,033
California 62,637 65,870 67,956 77,058 77,175
United States 52,841 55,303 56,790 64,448 65,326

Source: Nielsen, Inc.

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Appendix G

APPENDIX G

FISCAL CONSULTANT’S REPORT

EXHIBIT B
113
This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securi ties may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a 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 prior to registration or qualificatio n under the securities laws of such jurisdiction.

PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY 8, 2023
NEW ISSUE—BOOK-ENTRY ONLY NOT RATED
In the opinion of Quint & Thimmig LLP, Larkspur, California, Bond Counsel, subject to compliance by the Successor Agency with certain covenants, under present law, interest on the Bonds is excludable from gross income of the owners thereof for federal inco me tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals un der the Internal Revenue Code of 1986, as amended. For tax years beginning after December 31, 2022, interest on the Bonds ma y affect the corporate alternative minimum tax for certain corporations. In addition, in the opinion of Bond Counsel, interest on the Bond s is exempt from personal income taxation imposed by the State of California. See “TAX MATTERS” herein. $____________*

SUCCESSOR AGENCY TO THE

MARINA REDEVELOPMENT AGENCY
HOUSING TAX ALLOCATION BONDS, SERIES 2023B
Dated: Date of Delivery Due: September 1, as shown on the inside cover The $_________* Successor Agency to the Marina Redevelopment Agency Housing Tax Allocation Bonds, Series 2023B (the “Bonds”), are being issued by the Successor Agency to the Marina Redevelopment Agency (the “Successor Agency ”) pursuant to the provisions of section 34177.5 of the California Health and Safety Code (the “Law”), a resolution adopted by the Successor Agency on March 1, 2022, and an Indenture of Trust, dated as of July 1, 2018, by and between the Successor Agency and MUFG Union Bank, N.A., as trustee (t he “Original Trustee”), as amended by a First Supplemental Indenture of Trust, dated as of September 1, 2020, and by and between the Successor Agency and the Original Trustee, and as further amended by a Second Supplemental Indenture of Trust, dated as of March 1, 2023 (together, the “Indenture”), by and between the Successor Agency and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”). The Bonds are being issued to (a) make a payment on a Promissory Note and Agreement, dated August 5, 2008, of the former Marina Redevelopment Agency for the benefit of Marina Community Partners, LLC, (b) fund a debt service reserve account for the Bonds, and (c) provide for the costs of issuing the Bonds.

The Bonds will be delivered as fully registered bo nds, 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 b ook-entry system maintained by DTC. Beneficial Owners will not be entitled to receive delivery of bonds representing their ownership interest in the Bonds. Principal of, premium if any, and semiannual in terest on the Bonds due on March 1 and September 1 of each year, commencing March 1, 202 3, will be 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—Description of the Bonds.”
The Bonds are subject to optional redemption and mandatory sinking account redemption prior to maturity. See “THE BONDS — Redemption.”
On July 26, 2018, the Successor Agency issued its $6, 585,000 Housing Tax Allocation Bonds, Series 2018B (the “2018B Bonds”) and on September 2, 2020, the Successor Agency issued its $4,950,000 Housing Tax Allocation Bonds, Series 20 20B (the “2020B Bonds”) , which are secured on a parity with the Bonds under the Indenture to the extent described herein. The Bonds , the 2020B Bond s and the 2018B Bonds are payable from and secured by a first lien on the Available LMIHF Funds, as defined in the Indenture, derived from the Dunes on Monterey Bay and the Sea Haven developments described herein, and moneys in a Series B Debt Service Fund (other than a Reserve Account therein which secures only the 2018B Bonds and the 2020B Bonds), established under the Indenture. The Bonds are additionally secured by a Series 2023B Reserve Account provided for in the Indenture. See “SECURITY FOR THE BONDS.” In addition to the Bonds , the 2020B Bonds and the 2018B Bonds, the Successor Agency may issue or incur Parity Debt that is payable from Available LMIHF Funds and amounts in the Series B Debt Service Fund (other than the 2023B Reserve Account, the 2020B Reserve Account and the Series 2023B Reserve Account therein) on a parity with the Bonds. See “THE BONDS—Parity Debt” herein.

The Indenture provides for the issuance of the Successor Agency’s Tax Allocation Bonds, Series 2023A (the “2023A Bonds”), in addition to the Bonds. The 2023A Bonds are separately secured under the Indenture, and the 2023A Bonds are payable from certain funds that are not pledged to or available for payment of the Bonds . See “FINANCING PLAN —Related Obligation,” and “SECURITY FOR THE BONDS—2023A Bonds.” This Official Statement pertains only to the Bonds.

The Bonds and interest thereon are not a debt of the City of Marina, California (the “City”), Monterey County, California (the “County”), the State of California (the “State”) or any of their political subdivisions except the Successor Agency and then only to the extent set forth in the Indenture, and none of the City, the County, the State nor any of their political subdivisions except the Successor A gency is liable thereon. The Bonds and interest thereon are not payable out of any funds or properties other than those pledged to their payment under the Indenture. None of the members of the governing board of the Successor Agency or the Consolidated Oversight Board of the County, or any persons executing the Bonds are liable personally on the Bonds. The Successor Agency has no taxing power.

MATURITY SCHEDULE
(see inside cover)
This cover page and the inside cover page contain information for quick reference only. They are not intended to be a summary of all factors relating to an investment in the Bonds. Investors should review this entire Official Statement before making any investment decision with respect to the Bonds.

The Bonds are off ered, when, as and if issued, subject to the approval as to their legality of Quint & Thimmig LLP, Larkspur, California, Bond Counsel to the Successor Agency. Certain legal matters will be passed on for the Successor Agency by Quint & Thimmig LLP acting as Disclosure Counsel to the Successor Agency , and for the Successor Agency by Goldfarb & Lipman LLP, Oakland , California in its capacity as general counsel to the Successor Agency . Certain legal matters will be passed on for the Underwriter by Stradling, Yo cca, Carlson & Rauth, a Professional Corporation, Newport Beach, California. It is anticipated that the Bonds will be available for delivery through the facilities of DTC on or about March 2, 2023.

This Official Statement is dated Febr uary __, 2023.
*Preliminary, subject to change.

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$_________*

SUCCESSOR AGENCY TO THE

MARINA REDEVELOPMENT AGENCY
HOUSING TAX ALLOCATION BONDS, SERIES 2023B

MATURITY SCHEDULE

$____________ Serial Bonds

Maturity Principal Interest
(September 1) Amount Rate Yield Price CUSIP†

$________ ___% Term Bonds maturing September 1, ____, Price _____, to Yield _____% CUSIP† _____

* Preliminary, subject to change.
† Copyright 2023, American Bankers Association. CUSIP® is a registered trademark of the American Bankers Association.

CUSIP data herein is provided by CUSIP Global Services Bureau, operated by Standard & Poor’s. This data is not intended to create a database and does not se rve in any way as a substitute for CUSIP Global Services. 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 Bonds. Neithe r the Successor Agency nor the Underwriter is responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or as included herein. The CUSIP number for a specific maturity is subject to bei ng changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of second ary market portfolio insurance or other similar enhancement by in vestors that is applicable to all or a portion of certain maturities of the Bonds.

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SUCCESSOR AGENCY TO THE MARINA REDEVELOPMENT AGENCY

SUCCESSOR AGENCY BOARD OF DIRECTORS*
Bruce Carlos Delgado, Chair/Mayor
Kathy Y. Biala, Councilmember
Cristina Medina Dirksen, Councilmember
Brian McCarthy, Councilmember
Liesbeth Visscher, Councilmember

SUCCESSOR AGENCY/CITY OFFICIALS
Layne Long, City Manager
Juan Lopez, City Finance Director
Anita Sharp, Board Secretary/Deputy City Clerk

PROFESSIONAL SERVICES
Successor Agency General Counsel
Goldfarb & Lipman LLP
Oakland, California

Municipal Advisor
KNN Public Finance, LLC
Berkeley, California

Fiscal Consultant
Keyser Marston Associates, Inc.

Berkeley, California

Bond Counsel and Disclosure Counsel
Quint & Thimmig LLP
Larkspur, California

Trustee
U.S. Bank Trust Company, National Association
San Francisco, California

Dissemination Agent
Applied Best Practices, LLC
Irvine, California

* The City Council of the City of Marina, California, serves as the governing board of the Successor Agency.

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TABLE OF CONTENTS

Page Page

INTRODUCTION .................................................................. 1 Authority and Purpose ...................................................... 1 The City, the Former Agency and the Success or
Agency .............................................................................. 2 The Former Agency Obligation ........................................ 3 The Merged Redevelopment Projects .............................. 5 Tax Increment Financing ................................................... 5 Authority to Issue Bonds ................................................... 6 Security for the Bonds ........................................................ 6 Outstanding Parity Debt ................................................... 7 Reserve Account ................................................................ . 8 Limited Obligation ............................................................. 8 Additional Parity Debt ...................................................... 9 Professionals Involved in the Offering ............................ 9 Further Information ........................................................... 9 FINANCING PLAN ............................................................ 10 The Housing Note ............................................................ 10 Related Obligation ............................................................ 10 Sources and Uses of Funds ............................................. 11 Debt Service Schedule ...................................................... 12 THE BONDS ......................................................................... 12 Authority for Issuance ..................................................... 12 Description of the Bonds ................................................. 13 Redemption ....................................................................... 13 THE DISSOLUTION ACT .................................................. 15 Recognized Obligation Payment Schedules ................. 16 SECURITY FOR THE BONDS ........................................... 19 Pledge Under the Indenture ........................................... 19 Available LMIHF Funds .................................................. 19 Flow of Funds Under the Indenture .............................. 21 Reserve Account ............................................................... 24 Limited Obligation ........................................................... 25 Recognized Obligation Payment Schedules ................. 25 County Administrative Fees ........................................... 26 Pass-Through Payments .................................................. 26 The 2000 Bonds ................................................................ . 27 Parity Debt ......................................................................... 27 Series A Bonds .................................................................. 29 PROPERTY TAXATION IN CALIFORNIA ..................... 29 Property Tax Collection Procedures .............................. 29 Unitary Property ............................................................... 31 Article XIIIA of the State Constitution .......................... 32 Appropriations Limitation— Article XIIIB .................... 33 Proposition 87 ................................................................... 33 Appeals of Assessed Values ........................................... 34 Propositions 218 and 26 ................................................... 34 Future Initiatives .............................................................. 35

THE SUCCESSOR AGENCY TO THE MARINA
REDEVELOPMENT AGENCY ..................................... 35 Successor Agency Powers ................................................ 35 Status of Compliance with Dissolution Act .................. 35 Plan Limits ......................................................................... 36

THE DUNES AND SEA HAVEN PORTIONS OF THE
MERGED PROJECT AREAS .......................................... 37 Land Use ............................................................................. 39 Historical Assessed Values .............................................. 40 Largest Taxpayers ............................................................. 41 Historic and Estimated Available LMIHF Funds ........ 43 Assessment Appeals ......................................................... 44 New Development ............................................................ 48 Projected Available LMIHF Funds and Estimated
Debt Service Coverage .................................................. 49 THE DEVELOPMENTS ....................................................... 50 The Dunes Development ................................................. 50 The Sea Haven Development .......................................... 61 The Sea Haven Developer ............................................... 65 RISK FACTORS .................................................................... 65 Limited Source of Funds to Repay Bonds ..................... 66 Recognized Obligation Payment Schedule ................... 66 Challenges to Dissolution Act ......................................... 67 Reduction in Taxable Value ............................................. 68 Limitations on Remedies ................................................. 68 Risks to Real Estate Market ............................................. 69 Concentration of Property Ownership .......................... 69 Reduction in Inflationary Rate ........................................ 69 Future Land Use Regulations and Growth Control
Initiatives ........................................................................ 70 Assessment Appeals ......................................................... 70 Levy and Collection of Taxes .......................................... 70 Bankruptcy and Foreclosure ........................................... 71 Estimated Revenues .......................................................... 71 Seismic Factors and Flooding .......................................... 71 Hazardous Substances ..................................................... 72 COVID-19 Pandemic ........................................................ 72 Cybersecurity ..................................................................... 72 Changes in the Law .......................................................... 73 Loss of Tax-Exemption ..................................................... 73 Secondary Market ............................................................. 73 TAX MATTERS ..................................................................... 73 UNDERWRITING ................................................................ 75 MUNICIPAL ADVISOR ...................................................... 75 LEGAL OPINIONS .............................................................. 76 LITIGATION ......................................................................... 76 NO RATING ......................................................................... 76 CONTINUING DISCLOSURE ........................................... 76 AUDITED FINANCIAL STATEMENTS .......................... 77 MISCELLANEOUS .............................................................. 77

APPENDIX A SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE

APPENDIX B FORM OF OPINION OF BOND COUNSEL

APPENDIX C BOOK-ENTRY ONLY SYSTEM

APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE

APPENDIX E ANNUAL FINANCIAL STATEMENTS OF THE CITY OF MARINA FOR THE FISCAL YEAR ENDED JUNE 30, 2021

APPENDIX F GENERAL INFORMATION ABOUT THE CITY OF MARINA AND THE COUNTY OF MONTEREY APPENDIX G FISCAL CONSULTANT ’S REPORT

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GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT

For purposes of compliance with Rule 15c2 -12 of the United States Securities and Exchange Commission, as amended (“Rule 15c2 - 12”), this Preliminary Official Statement constitutes an “official statement” with respect to the Bonds that has been deemed “final” by the Authority and the City as of its date except for the omission of no more than the information permitted by Rule 15c2 -12.

No Offering May Be Made Except by this Official Statement. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations with respect to the Bonds other than as contained in this Official Statement, and if given or made, such other information or represen tation must not be relied upon as having been authorized by the Successor Agency .

No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Effective Date. This Official Statement speaks only as of its d ate, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Bonds will, under any circumstances, create any implication t hat there has been no change in the affairs of the Successor Agency, Marina Community Partners, LLC , the Dunes development, Wathen Castanos Peterson Homes, Inc., the Sea Haven development or any of the Merged Project Areas since the date of this Official Statement.

Use of this Official Statement. This Official Statement is submitted in connection with the sale of the Bonds referred to in this Official Statement and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract with the purchasers of the Bonds.

Preparation of this Official Statement. The information contained in this Official Statement has been obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness.

The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, i ts 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.

Document References and Summaries. All references to and summaries of the Indenture or other documents contained in this Official Statement are subject to the provisions of those documents and do not purport to be complete statements of those documents.

Stabilization of and Chan ges to Offering Prices. The Underwriter may over -allot or take other steps that stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market. If commenced, the Underwriter may discontinue such m arket stabilization at any time. The Underwriter may offer and sell the Bonds to certain dealers, dealer banks and banks acting as agent at prices lower than the public offering prices stated on the cover page of this Official Statement, and those public o ffering prices may be changed from time to time by the Underwriter.

Bonds are Exempt from Securities Laws Registration. The issuance and sale of the Bonds have not been registered under the Securities Act of 1933, as amended, or the Securities Exchange A ct of 1934, as amended, in reliance upon exemptions for the issuance and sale of municipal securities provided under section 3(a)(2) of the Securities Act of 1933 and section 3(a)(12) of the Securities Exchange Act of 1934.

Estimates and Projections. Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements ” within the meaning of the United States Private Securities Litigation Reform Act of 1995, section 21E of the United States Securities Ex change Act of 1934, as amended, and section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “ expect,” “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 WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR

ACHIEVEMENTS DESC RIBED 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 WH EN ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR.

Website. The City of Marina, California, maintains an Internet website, but the information on the website is not incorporated by reference in or otherwi se a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Bonds .

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CITY OF MARINA

REGIONAL LOCATION MAP

City of
Marina

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OFFICIAL STATEMENT

$__________*

SUCCESSOR AGENCY TO THE

MARINA REDEVELOPMENT AGENCY
HOUSING TAX ALLOCATION BONDS, SERIES 2023B

INTRODUCTION

This Official Statement, including the cover page, is provided to furnish information in connection with the sale by the Successor Agency to the Marina Redevelopment Agency (the “Successor Agency ”) of its $________* Successor Agency to the Marina Redevelopment Agency Housing Tax Allocation Bonds, Series 2023B (the “Bonds”). Capitalized terms used in this Official Statement and not defined herein have the meanings given to them in the Indenture referred to below. See APPENDIX A —SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE—Definitions.

Authority and Purpose

The Successor Agency is issuing the Bond s pursuant to authority granted by section 34177.5(a)(4) of the California Health & Safety Code, Resolution No. 2022-01 (SA-MRA) adopted by the City Council of the City of Marina (the “City”) as the governing board (the “Governing Board”) of the Successor Agency on March 1, 2022, and an Indenture of Trust, dated as of July 1, 2018, by and between the Successor Agency and MUFG Union Bank, N.A., as trustee (the “Original Trustee”), as amended by a First Supplemental Indenture of Trust, dated as of September 1, 2020, by and between the Successor Agency and the Original Trustee, and as further amended by a Second Supplemental Indenture of Trust, dated as of March 1, 2023 (together, the “Indenture”), by and between the Successor Agency and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”) . See “THE BONDS — Authority for Issuance.”

The Successor Agency is issuing the Bonds to (a) make a payment on a Promissory Note and Agreement, dated August 5, 2008 (the “ Housing Note”) of the former Marina Redevelopment Agency (the “Former Agency”) for the benefit of Marina Community Partners, LLC (the “Developer”), (b) fund a debt service reserve account for the Bonds, and (c) provide for the costs of issuing the Bonds. The Successor Agency, as successor to the Former Agency, became the party obligated to make payments on the Housing Note. See “FINANCING PLAN—The Housing Note.” The Bonds constitute Parity Bonds under the Indenture, secured on a parity with the $6,585,000 Housing Tax Allocation Bonds, Series 2018B (the “2018B Bonds”) issued by the Successor Agency on July 26, 2018, and the $4,950,000 Housing Tax Allocation Bonds, Series 2020B (the “2020B Bonds”), issued by the Successor Agency on September 2, 2020, to the extent provided in the Indenture. See “INTRODUCTION—Outstanding Parity Debt” and “SECURITY FOR THE BONDS—Pledge Under the Indenture.”

The Successor Agency has also issued or is issuing under, and the Indenture also provides for, the issuance of the Successor Agency’s $ 6,905,000 Tax Allocation Bonds, Series 2018A (the 2018A Bonds”), issued on July 26, 2018, $4,790,000Tax Allocation Bonds, Series 2020A (the “2020A Bonds”), issued on September 2, 2020 and $________* Tax Allocation Bonds, Series 2023A, issued concurrently with the issuance of the Bonds (the “ 2023A Bonds” and, with the 2018A Bonds and the 2020A Bonds, the “Series A Bonds”), proceeds of which have been and

* Preliminary, subject to change.

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will be, as applicable, used to satisfy certain other monetary obligations of the Successor Agency to the Developer. See “FINANCING PLAN —Related Obligation.” The Series A Bonds are separately secured under the Indenture, and are payable from certa in funds that are not pledged to or available for payment of the Bonds. See “SECURITY FOR THE BONDS —Series A Bonds.”

The City, the Former Agency and the Successor Agency

City. The City of Marina, California (the “City”) is located in Monterey County, California (the “County”). The City is located along the central coast of California, adjacent to the City of Seaside and unincorporated Monterey County. The City includes an area of approximately 9.6 square miles and is located approximately 75 miles south o f the City of San Jose, 110 miles south of the City of San Francisco, 8 miles north of the City of Monterey and 8 miles west of the City of Salinas. Monterey County is bordered on the north by Santa Cruz County, on the east by San Benito County and Kings C ounty and on the south by San Luis Obispo County. For general information regarding the City and the County see APPENDIX F—

GENERAL INFORMATION ABOUT THE CITY OF MARINA AND THE COUNTY OF MONTEREY.

The City has no responsibility whatsoever for the repayment of the Bonds. See “SECURITY FOR THE BONDS—Limited Obligation.”

Former Agency. The Former Agency was activated on June 18, 1985 pursuant to the California Community Redevelopment Law (referred to in this Official Statement as the “Redevelopment Law”) and Ordinance No. 85-6 adopted by the City Council . The members of the City Council served as the governing board of the Former Agency.

Dissolution Act. On June 29, 2011, Assembly Bill No. 26 ( “AB 1X 26 ”) was enacted together with a companion bill, A ssembly Bill No. 27 ( “AB 1X 27”). The provisions of AB 1X 26 provided for the dissolution of all redevelopment agencies statewide. The provisions of AB 1X 27 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 (2011), challenging the constitutionality of AB 1X 26 and AB 1X 27. On December 27, 2011, in its decision in that lawsuit, the California Supreme Court largely upheld AB 1X 26, invalidated AB 1X 27, and held that AB 1X 26 may be severed from AB 1X 27 and enforced independently. As a result of AB 1X 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 Former 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 1X 26 relating to the dissolution and wind down of former redevelopment agency affairs are found in 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, including by Assembly Bill No. 1484 ( “AB 1484”), enacted on June 27, 2012 as Chapter 26, Statutes of 2012, and on September 22, 2015 by Senate Bill 107 (“SB 107”), enacted as Chapter 325, Statutes of 2015. The provisions of Part 1.85, as amended by AB 1484 and SB 107 and other amendments are referred to in this Official Statement as the “Dissolution Act.” The Redevelopment Law together wi th the Dissolution Act and the acts amendatory thereof and supplemental thereto are sometimes referred to in this Official Statement as, the “Law.”

Successor Agency. Pursuant to section 34173 of the Dissolution Act, the City Council of the City adopted Resolution No. 2012-01 on January 10, 2012, pursuant to which the City made

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an election to serve as the Successor Agency to the Former Agency. However, subdivision (g) of section 34 173 of the Dissolution Act, added by AB 1484, expressly affirms that the Succ essor Agency is a separate legal entity from the City, that the two entities shall not merge and that the liabilities of the Former Agency will not be transferred to the City nor will the assets of the Former Agency become assets of the City. See “THE SUCCESSOR AGENCY TO THE MARINA REDEVELOPMENT AGENCY.”

The Former Agency Obligation

Prior to its dissolution, the Former Agency entered into a number of agreements with the Developer in connection with The Dunes on Monterey Bay development (the “Dunes”), a 290 acre (358 gross acres inclusive of land dedicated to backbone infrastructure) master planned, mixed-use development on the former Fort Ord Army base located in the City. See “THE DEVELOPMENTS—The Dunes Development.” These Agreements included a Disposition and Development Agreement dated as of May 31, 2005 (the “Original DDA”), an Implementation Agreement dated as of September 9, 2006 (the “First Implementation Agreement”) and a Second Implementation Agreement, dated as of August 5, 2008 (the “Second Implementation Agreement ” and collectively with the
Original DDA and the First
Implementation Agreement, the “DDA”), and a Tax Increment Financing Plan and Agreement, dated August 5, 2008, and the Operating Agreement Clarifying and Modifying Certain Project Approvals for the Specific Plan for the Dunes on Monterey Bay, dated December 17, 2019 (collectively, the “Financing Plan”).

As part of the Second Implementation Agreement, the Former Agency and the Developer entered into the Financing Plan that specified the terms of certain payments to the Developer. In connection with the Financing Plan, the Former Agency issued a promissory note, dated August 5, 2008 , for the benefit of the Developer (the “Housing Note”), and a separate Promissory Note and Agreement, also dated August 5, 2008, for the benefit of the Developer (the “Infrastructure Note,” and together with the Housing Note, the “Promissory Notes”).

Collectively, the DDA, the Financing Plan and the Promissory Notes are referred to herein as the “Former Agency Obligation.” The Second Implementation Agreement committed the Former Agency to pay to the Developer, in reimbursement for Eligible LMIHF Costs (as such term is defined in the Financing Plan) incurred by the Developer in connection with the Dunes development, certain “Available LMIHF Funds” generated by the Dunes development and a separate development also located on the former Fort Ord Army base in the City currently identified as Sea Haven (and formerly known as Marina Heights) that were formerly allocated to housing activities of the Former Agency , as evidenced by the Housing Note. The Successor Agency, as successor to the Former Agency, became the party obligated to make payments on the Promissory Notes.

Under the terms of the DDA and the Financing Plan, the Developer has submitted three invoices detailing its accumulated Eligible LMIHF Costs (consisting of a “Developer Subsidy” as described in the DDA and certain costs attributable to land development and on -site and off- site public improvements related to the development of “Affordable Housing” as required by and described in the DDA ), including one to the Former Agency f or $5,752,338 on August 5, 2008 and two to the Successor Agency for $ 9,886,532 on May 17, 2018 totaling $15,638,670, and on September 6, 2022, for $23,622,152, totaling $39,261,022 . The outstanding balance of the Housing Note is $22,206,704.

The Housing Note is payable from certain Available LMIHF Funds arising from the Dunes development and the Sea Haven development that were allocated to housing activities of the Former Agency . The Former Agency and then Successor Agency have been making payments on the Housing Note from the obligated Available LMIHF Funds since December of

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2008, and on July 26, 2018, the Successor Agency issued the 2018 B Bonds, $6,392,226 of the proceeds of which were used to make a payment on the Housing Note (see “INTRODUCTION—Outstanding Parity Debt”). The Successor Agency’s payment obligations under the Former Agency Obligation have been included on the Successor Agency’s Recognized Obligation Payment Schedules, which have been approved by the applicable Oversight Board and the California Department of Finance (the “DOF”). The payment on the Housing Note from the proceeds of the Bonds was included on the Successor Agency’s most recent Recognized Obligation Payment Schedule, which has been approved by the County’s Consolidated Oversight Board (the “Oversight Board”) and the DOF. See “SECURITY FOR THE BONDS—Recognized Obligation Payment Schedules.” Under the Financing Plan, payments of Affordable LMIHF Funds for Eligible LMIHF Costs are limited to $12,564,000 for such costs attributable to Phase 1 of the Dunes development, $18,430,000 for such costs attributable to Phase II of the Dunes development, with the balance of any Available LMIHF Funds to pay for Eligible LMIHF Costs attributable to Phase III of the Dunes development. See “THE DEVELOPMENTS—The Dunes Development” for a description of the three Phases of the Dunes development.

The Financing Plan provides that the Developer may request that the Former Agency issue bonds to make lump sum payments on the Housing Note, with the bonds payable from and secured by a pledge of the Available LMIHF Funds otherwise to be paid to the Developer in respect of the Housing Note, and that the Former Agency will act reasonably and in good faith to issue such bonds. As previously mentioned, t he Successor Agency has succeeded to the Former Agency’s obligations under the DDA, the Financing Plan and the Housing Note.

Pursuant to a request of the Developer, on July 26, 2018, the Successor Agency issued the 2018B Bonds in the principal amount of $6,585,000 and used $6,392,226 of the proceeds of the Series 2018B Bonds to make a lump sum payment on the Housing Note. Pursuant to a request of the Developer, on January 15, 2020, th e Successor Agency issued the 2020B Bonds in the principal amount of $4,950,000 and used $4,674,201 of the proceeds of the 2020B Bonds to make a lump sum payment on the Housing Note.

The Developer has now requested that the Successor Agency issue the Bon ds in accordance with the requirements of the Financing Plan. The net proceeds of the Bonds will be used to make another lump sum payment on the Housing Note following the issuance and delivery of the Bonds.

The Financing Plan obligates the Successor Agen cy to use the Available LMIHF Funds allocated to the Successor Agency for each fiscal year with the fiscal year commencing July 1, 2008 and ending, subject to the terms of the Financing Plan, in October, 2027 (the “Payment Obligation Period”) to make payme nts due on the Housing Note, and to periodically issue additional bonded indebtedness. Parity Debt issued at any time during the Payment Obligation Period may have a term of not less than twenty years from the date it is incurred.

It is expected that the Successor Agency will issue additional bonds secured under the Indenture on a parity with the Bonds , the 2020B Bonds and the 2018B Bonds, as the Available LMIHF Funds arising from the Dunes and the Sea Haven developments increase as development of the Dune s and Sea Haven communities continues to occur. See “SECURITY FOR THE BONDS—Parity Debt.”

The Available LMIHF Funds to be used to pay debt service on the Bonds , the 2020B Bonds, the 2018B Bonds and any additional Parity Debt, and otherwise make payments on the Housing Note are payable from amounts in the Redevelopment Obligation Retirement Fund of

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the Successor Agency into which they are deposited. See “INTRODUCTION—Security for the Bonds” and “SECURITY FOR THE BONDS—Pledge Under the Indenture.”

The Merged Redevelopment Projects

The City has three former redevelopment project areas which have been fiscally merged, which are collectively referred to in this Official Statement as the “Merged Project Areas.” The Merged Project Areas include the Redevelopment Project No. 3, formerly known as the Fort Ord Redevelopment Project ( the “Fort Ord Project”) that was established in 1999, and includes 1,805 acres; the Marina Municipal Airport Area Project ( the “Airport Project ”) that was established in 1997, and includes 1,391 acres; and the Marina Redevelopment Project ( the “Marina Project” ) that was established in 1986, and includes 168 acres. In total, the Merged Project Areas encompass approximately 3,364 acres. The Fort Ord Project and the Airport Project were both part of the decommissioned Fort Ord military base. The Marina Project includes commercial and residential areas in the central part of the City . The three areas were fiscally merged in 2009 by adoption of City Ordinance Nos. 2009-08, 2009-09 and 2009-10.

The Tax Revenues from the Merged Project Areas are required to be deposited to the Redevelopment Property Tax Trust Fu nd maintained by the County Auditor -Controller for the Successor Agency, who distributes the Available LMIHF Funds from such fund semi -annually to the Successor Agency for deposit to the Successor Agency’s Redevelopment Obligation Retirement Fund. The Available LMIHF Funds are remitted semi -annually by the Successor Agency from the Redevelopment Obligation Retirement Fund to the Trustee for deposit by the Trustee in the Series B Debt Service Fund established and maintained by the Trustee under the Indenture until the amount so remitted equals the amount to be transferred to the Series B Debt Service Fund (including any amounts to be transferred to the 2018B Reserve Account, the 2020B Reserve Account or the 2023A Reserve Account) in respect of the Interest Payment Date occurring during the related ROPS Payment Period, with any excess released semiannually from the lien of the Indenture. Payments due on the Bonds, the 2018 B Bonds, the 2020B Bonds and any additional Parity Debt are made by the Trustee from the f unds in the accounts in the Series B Debt Service Fund. See “INTRODUCTION —Security for the Bonds” and “SECURITY FOR THE BONDS — Available LMIHF Funds .” The merger of the three project areas had no effect on the priority of a pledge of tax increment from one of the merged project areas to pay indebtedness incurred and outstanding in that project area at the time of the merger, and thus had no effect on the provisions of the pledge of the Available LMIHF Funds to the payment of the Bonds.

Tax Increment Financing

Prior to the enactment of AB 1X 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 redevelopm ent project area on the property tax roll last equalized prior to the effective date of the ordinance which adopted the redevelopment plan became 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.

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Authority to Issue Bonds

The Dissolution Act authorizes a successor agency to issue bonds to satisfy enforceable obligations when the enforceable obligations include the irrevocable pledge of property tax increment, formerly tax increment revenues, and the enforceable obligations also in clude the obligation to issue bonds secured by that pledge. The Former Agency Obligation , as evidenced by the Financing Plan including the Housing Note, includes such an irrevocable pledge and obligation to issue bonds. The net proceeds of the Bonds will be used to make a payment on the Housing Note.

The Successor Agency approved the issuance of the Bonds on March 1, 2022 , the Oversight Board approved the issuance of the Bonds on March 23, 2022, and the DOF approved the Oversight Board’s Resolution approving the issuance of the Bonds on May 16, 2022. See “THE BONDS—Authority for Issuance.”

Security for the Bonds

The Dissolution Act requires the Monterey County Auditor-Controller (the “County Auditor-Controller”) to determine the amount of property taxes that would have been allocated to the Former Agency from the Merged Project Areas had the Former Agency not been dissolved pursuant to the operation of AB 1X 26, using current assessed values on the last equalized roll o n 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 or other indebtedness authorized thereunder to be issued by the Successor Agency will be considered indebtedness incurred by the dissolved Former Agency, and will be included in the Successor Agency’s Recognized Obligation Payment Schedules . S ee “SECURITY FOR THE BONDS — Recognized Obligation Payment Schedules.”

The Dissolution Act further provides that bonds or other indebtedness 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 California State Constitution.

Property tax revenues are allocated to the Successor Agency on a semi- annual basis based on a Recognized Obligation Payment Schedule submitted by the Successor Agency to the Oversight Board and the California Department of Finance (the “DOF”). The County Auditor- Controller distribute s funds from the Redevelopment Property Tax Trust Fund in the order specified in the Dissolution Act. The Successor Agency’s payment obligations under the Former Agency Obl igation have been consistently included on the Successor Agency’s Recognized Obligation Payment Schedules since the Dissolution Act became effective. See “SECURITY FOR THE BONDS—Recognized Obligation Payment Schedules.”

Pursuant to the Indenture, and in accordance with the Financing Plan , the Bonds are secured by a pledge of the Available LMIHF Funds generated by the Dunes development and the Sea Haven development, a separate development project also located on the former Fort Ord Army Base. Specifically, the Bonds are limited obligations of the Successor Agency payable solely from and secured by the pledge of Available LMIHF Funds deposited to the Redevelopment Obligation Retirement Fund and moneys on deposit in the Series B Debt Service Fund, including the Series 2023B Reserve Account therein, established under the Indenture. As previously described, Tax Revenues from the Merged Project Areas are deposited

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to the Redevelopment Property Tax Trust Fund maintained by the County Auditor -Controller for the Successor Agency, who distributes the Available LMIHF Funds from such fund semi - annually to the Successor Agency for deposit to the Successor Agency’s Redevelopment Obligation Retirement Fund . The Available LMIHF Funds are remitted semi -annually by the Successor Agency from the Redevelopment Obligation Retirement Fund to the Trustee for deposit by the Trustee in the Series B Debt Service Fund held by the Trustee under the Indenture until the amount so remitted equals the amount to be transferred to the Series B Debt Service Fund in respect of the Interest Payment Date occurring during the related ROPS Payment Period, with any excess released semiannually from the lien of the Indenture.

Payments due on the Bonds , the 2020B Bonds, the 2018B Bonds and any additional Parity Debt are made by the Trustee from the funds in the accounts in the Series B Debt Service Fund. See “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS —Historic and Estimated Available LMIHF Funds.” See also Section 6.6 in APPENDIX G —FISCAL CONSULTANT’S REPORT for the manner in which the amount of the Available LMIHF Funds are determined.

The term “Tax Revenues” is defined under the Indenture to mean the moneys deposited or available for deposit from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (b) of section 34170.5 of the Dissolution Act, as provided in paragraph (2) of subdivision (a) of section 34183 of the Dissolution Act, after payment of (a) County administrative fees pursuant to section 34183(a) of the Dissolution Act, (b) the Statutory Pass-Through Amounts to the extent not subordinated to the Successor Age ncy’s obligation to repay the Bonds, and any pass- through obligations (statutory or negotiated) of the Successor Agency related to the Airport Project or the Marina Project, and (c) amounts payable by the Successor Agency on certain bonds issued by the Former Agency in 2000, currently outstanding in the principal amount of $320,000 (the “2000 Bonds”). If, and to the extent, that the provisions of section 34172 or paragraph (2) of subdivision (a) of section 34183 of the Dissolution Act are invalidated by a final judicial decision, the Indenture provides that then Tax Revenues will include all tax revenues allocated to the payment of indebtedness of the Successor Agency pursuant to section 33670 of the Law or such other section as may be in effect at the time providing for the allocation of tax increment revenues to the Successor Agency in accordance with Article XVI, Section 16 of the California Constitution.

The term “Available LMIHF Funds” is defined in the Indenture as the portion of the Tax Revenues annually allocated to the Successor Agency and that was, prior to dissolution of the Former Agency, required to be deposited in the Former Agency’s Low and Moderate Income Housing Fund for the Dunes development and the Sea Haven (formerly known as Marina Heights) development area of the Fort Ord Project pursuant to Sections 33334.2, and 33334.3 of the Law as in effect prior to the dissolution of the Former Agency (twenty percent (20%) of the Dunes and Sea Haven developments’ tax increment revenues) , less the amount allocable to the Former Agency pursuant to the Financing Plan being ten percent (10%) of said annual amount.

Based on the foregoing, only the Available LMIHF Funds attributable to the Dunes development and the Sea Haven development will be used to make payments on the Bonds, in addition to earnings on funds held in the Series B Debt Service Fund. Moreover, successor agencies have no power to levy property taxes and must rely on the allocation of taxes as described above. See “RISK FACTORS.”

Outstanding Parity Debt

On July 26, 2018, the Successor Agency issued the 2018B Bonds and on September 2, 2020, the Successor Agency issued the 2020B Bonds, each under the Indenture , proceeds of which were used to make a lump sum payment on the Housing Note. The Bonds are secured on

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a parity with the 2018B Bonds and the 2020B Bonds under the Indenture, except that amounts in the 2028B Reserve Account thereunder secure only the payment of the 2018B Bonds, amounts in the Series 2020B Reserve Account thereunder secure only the payment of the 2020B Bonds and amounts in the 2023B Reserve Account thereunder secure only the payment of the Bonds. As of September 2, 2022, the outstanding principal amount of the 2018B Bonds is $ 5,580,000 and the outstanding principal amount of the 2020B Bonds is $4,685,000.

The Bonds constitute “Parity Debt” under and as defined in the Indenture. T he Indenture allows for the issuance of additional Parity Debt subject to the provisions of the Indenture (see “INTRODUCTION —Additional Parity Debt” and “SECURITY FOR THE BONDS—Additional Parity Debt.”

Reserve Account

A reserve account (the “2023B Reserve Account”) will be established within the Series B Debt Service Fund and held by the Trustee under the Indenture in order to secure the payment of principal of and interest on the Bonds in an amount, as of the Closing Date, equal to the Reserve Requirement. The term “Reserve Requirement” means, as of any date of calculation, an amount equal to the least of (a) Maximum Annual Debt Service on the Bonds (not including the 2018B Bonds, the 2020B Bonds or any additional Parity Debt) for the then current or ever y subsequent Bond Year, (b) 125% of average Annual Debt Service on the Bonds (not including the 2018B Bonds, the 2020B Bonds or any additional Parity Debt) for the then current and every subsequent Bond Year, and (c) 10% of the original principal amount of the Bonds (without regard to the 2018B Bonds, the 2020B Bonds and any additional Parity Debt).

If, on any Interest Payment Date for the Bonds, the amounts on deposit in the Series B Debt Service Fund under the Indenture are not sufficient to pay any principal of and interest due on the Bonds, the Trustee will draw on the Series 2023B Reserve Account to make transfers to the Interest Account, the Principal Account or the Sinking Account of the Series B Debt Service Fund , in that order, to make up any such deficienc y. See “SECURITY FOR THE BONDS—Flow of Funds Under the Indenture ” and “—Reserve Account” and APPENDIX A— ”SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE” for additional information on the Series 2023B Reserve Account.

Under the Indenture, amounts in the 2023B Reserve Account only secure payment of the Bonds, and not any 2018B Bonds, 2020B Bonds or additional Parity Debt. The reserve accounts established for the 2018B Bonds and the 2020B Bonds do not secure the 2023B Bonds. The Successor Agency may, but is not required, to establish a separate reserve account for any additional Parity Debt that may be issued in the future.

Limited Obligation

The Bond s are limited 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 Available LMIHF Funds and amounts in the Series B Debt Service Fund and the accounts therein pledged therefore under the Indenture . The Bond s are not a debt of the City, the County, the State or any of their political subdivisions except the Successor Agency, and none of the City, the County, the State or any of their political subdivisions except the Successor Agency are liable thereon. The Bonds are not payable out of any funds other than those pledged to the payment of the Bonds in the Indenture, consisting solely of the Available LMIHF Funds and investment earnings on the amounts in the accounts within the Series B Debt Service Fund. No member of the Governing Board, officer, agent, or employee of the Successor Agency, or member of the Board of Directors of the Oversight Board or of the County Board of

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Supervisors, or any person executing the Bonds, is liable personally on the Bonds by reason of their issuance.

Additional Parity Debt

The Indenture permits the issuance of additional Parity Debt secured by a pledge of LMIHF Funds and other amounts pledged to the payment of the Bonds, the 2020B Bonds and the 2018B Bonds (except amounts in the 2018B Reserve Account, which are pledged only to the payment of the 2018B Bonds, and amounts in the 2020B Reserve Account, which are pledged only to the payment of the 2020B Bonds and amounts in the 2023B Reserve Account, which are pledged only to the payment of the Bonds) on a parity with the pledge thereof to the payment of the Bonds under the Indenture, under certain circumstances. See “SECURITY FOR THE BONDS—Parity Debt.”

Professionals Involved in the Offering

KNN Public Finance, LLC, Berkeley, California (the “Municipal Advisor”), has served as municipal advisor to the Successor Agency and has advised the Successor Agency with respect to the financial structure of the Bonds and as to other financial aspects related to the Bonds.

Keyser Marston Associates, Inc., Berkeley, California, has acted as fiscal consultant to the Successor Agency (the “Fiscal Consultant”) and advised the Successor Agency as to the taxable values and the revenues projected to be available to pay debt service on the Bonds as referenced in this Of ficial Statement. The report prepared by the Fiscal Consultant is referred to in this Official Statement as the “Fiscal Consultant’s Report.” See APPENDIX G—FISCAL CONSULTANT’S REPORT.

U.S. Bank Trust Company, National Association, San Francisco, California, will act as Trustee for the Bonds under the Indenture . Applied Best Practices, LLC, Irvine, California will serve as the Dissemination Agent under the Continuing Disclosure Certificate for the Bonds.

The proceedings in connection with the issuance of the Bonds are subject to the approval as to their legality of Quint & Thimmig LLP , Larkspur, California, Bond Counsel to the Successor Agency. Quint & Thimmig LLP is also acting as Disclosure Counsel to the Successor Agency for the Bonds. Goldfarb & Lipman LLP, Oakland , California, acting as general counsel to the Successor Agency, will render an opinion as to certain legal matters on behalf of the Successor Agency. Certain legal matters will be passed on for the Underwriter by Strad ling, Yocca, Carlson & Rauth, a Professional Corporation, Newport Beach, California, acting as Underwriter’s Counsel.

Further Information

Brief descriptions of the Redevelopme nt Law, the Dissolution Act , the Bonds, the Indenture, the Successor Agency, th e Former Agency , the Former Agency Obligation and the Dunes and Sea Haven portions of the Merged Project Areas are included in this Official Statement. Such descriptions do not purport to be comprehensive or definitive. All references in this Official Statement to the Redevelopment Law, the Dissolution Act , the Bonds, the Indenture, the Constitution and the laws of the State , the Former Agency Obligation, as well as the proceedings of the Former Agency and the Successor Agency are qualified in their entirety by reference to such documents and laws. References in this Official Statement to the Bonds are qualified in their entirety by the form thereof included in the Indenture and by the provisions of the Indenture.

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During the period of the offering of the Bonds, copies of the forms of all documents described herein are available upon written request from the City of Marina, 211 Hillcrest Avenue, Marina, California 93933, Attention: Finance Director. The City may impose a charge for the copying, mailing and handling of documents.

FINANCING PLAN

The Housing Note

As described under the heading “INTRODUCTION —The Former Agency Obligation,” the Former Agency entered into various agreements with the Developer that obligated the Former Agency to use Available LMIHF Funds arising during the Payment Obligation Period to reimburse the Developer for Eligible LMIHF Costs incurred by the Developer, as evidenced by the Housing Note. Eligible LMIHF Costs include a Developer Subsidy determined under the DDA as required for the Affordable Housing to be constructed pursuant to the DDA to be economically feasible, as well as certain costs of the Dunes development attributable to land development and on -site and off -site public improvements related to the development of the Affordable Housing and paid by the Developer under the terms of the DDA and development approvals related thereto. To date, the Developer has submitted three invoices, one to the Former Agency and o ne to the Successor Agency, detailing a total of $ 39,261,022 of Eligible LMIHF Costs. As described under the heading “INTRODUCTION —The Former Agency Obligation.” The outstanding balance of the Housing Note is $22,206,704.

The first payment of Available LM IHF Funds on the Housing Note was made to the Developer in the second quarter of 2009, with payments continuing since then. Proceeds of the 2018B Bonds were used to make a lump sum payment on the Housing Note on July 26, 2018 in the amount of $6,392,226. Proceeds of the 2020B Bonds were used to make a lump sum payment on the Housing Note on September 2, 2020, in the amount of $4,674,201. The Developer has agreed to waive its rights to direct payment of the Available LMIHF Payments to it under the Housing Note, to the use of such funds for the payments due on the Bonds , the 2020B Bonds, the 2018B Bonds and any additional Parity Debt. The proceeds of the Bonds (and of any additional Parity Debt) used to make a payment to Developer will be credited to the amount due by the Successor Agency to the Developer on the Housing Note.

Any balance of the Housing Note not paid from Available LMIHF Funds arising during the Payment Obligation Period, or from proceeds of the Bonds or Parity Debt issued or incurred during the Payment Obligation Period, will effectively be forgiven. Under the provisions of the Former Agency Obligation, the Payment Obligation Period ends in October, 2027. Parity Debt incurred during the Payment Obligation Period may have a term of not less than twenty (20) years from the date it is incurred.

In addition to providing for a payment to the Developer on the Housing Note, the proceeds of the Bonds will be used to fund a 2023B Reserve Account for the Bonds and to pay the costs of issuance of the Bonds. Funds pledged under the Indenture to the payment of the Series A Bonds (see “— Related Obligation” below) are not in any way pledged to, or will be available for, payment of the debt service on the Bonds.

Related Obligation

The Former Agency Obligation, including the Financing Plan, provided for the issuance by the Former Agency of the Infrastructure Note, in addition to the Housing Note, to evidence an obligation of the Former Agency (and now of the Successor Agency) to reimburse the

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Developer for Eligible Project Costs. The Successor Agency issued the 2018B and the 2020B and is issuing the 2023A Bonds concurrent with the issuance of the Bonds proceeds of which have been, and will be, as applicable, used to make a lump sum payment s in respect of the amount owing under the Infrastructure Note. The Successor Agency has issued and is issuing the Series A Bonds, as applicable, under the Indenture, which are secured by a pledge of Pledged Non- Housing Funds and amounts in a Series A Debt Service Fund established under the Indenture.

The Available LMIHF Funds and amounts in the Series B Debt Service Fund are not pledged to or available for the payment of debt service on the Series A Bonds, and the Pledged Non- Housing Funds and amounts in the Series A Debt Service Fund are not pledged to or available for the payment of debt serv ice on the Bonds , the 2018B Bonds or any additional Parity Debt.

See “SECURITY FOR THE BONDS—Series A Bonds.”

Sources and Uses of Funds

The sources and uses of funds for the financing are summarized below.

Sources:

Principal Amount of Bonds $
Plus: Original Issue Premium
Total Sources $

Uses:

Deposit to Developer Payment Fund(1) $
Deposit to 2023A Reserve Account(2)
Costs of Issuance(3)
Total Uses $

(1) To be used to make a lump sum payment on the Infrastructure Note on or after the date of issuance of the Bonds.

See “FINANCING PLAN— The Infrastructure Note.”
(2) Equal to the initial Reserve Requirement for the Bonds. See “SECURITY FOR THE BONDS—Reserve Account.” (3) Costs of issuance include the Underwriter ’s discount, fees and expenses of Bond Counsel, Disclosure Counsel, the Municipal Advisor, the Fiscal Consultant, the Trustee, the City, the Successor Agency and Successor Agency counsel, printing expenses and other costs related to the issuance of the Bonds.

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Debt Service Schedule

The following table shows the annual debt service schedule for the Bond s and the 2018B Bonds, assuming no optional redemption of the Bonds or the 2018B Bonds prior to their respective maturities.

Bond Year
Ending 2018B Bonds 2020B Bonds Bonds
September 1 Principal Interest Principal Interest Principal Interest Total 2023 $ 235,000 $ 279,000 $ 145,000 $ 187,400
2024 250,000 267,250 145,000 181,600
2025 260,000 254,750 155,000 175,800
2026 275,000 241,750 160,000 169,600
2027 285,000 228,000 165,000 163,200
2028 300,000 213,750 175,000 156,600
2029 315,000 198,750 180,000 149,600
2030 330,000 183,000 190,000 142,400
2031 350,000 166,500 190,000 134,800
2032 365,000 149,000 205,000 127,200
2033 385,000 130,750 210,000 119,000
2034 405,000 111,500 215,000 110,600
2035 425,000 91,250 225,000 102,000
2036 445,000 70,000 235,000 93,000
2037 465,000 47,750 245,000 83,600
2038 490,000 24,500 255,000 73,800
2039 — — 780,000 63,600
2040 — — 810,000 32,400
2041 — — — —
2042 — — — —
Totals $5,580,000 $2,657,500 $4,685,000 $2,266,200 $ $ $

THE BONDS

Authority for Issuance

The Bonds were authorized to be issued, and the Indenture was authorized to be executed, by the Successor Agency pursuant to Resolution No. 2022-01 (SA-MRA), adopted by the Governing Board on March 1, 2022. The issuance of the Bonds by the Successor Agency was approved by the Oversight Board of the Successor Agency pursuant to its Resolution No. 2022- 11, adopted on March 23, 2022 (the “Oversight Board Resolution”).

Pursuant to the Dissolution Act, written notic e of the adoption of the Oversight Board Resolution was provided to the DOF. On May 16, 2022, the DOF provided a letter to the Successor Agency stating that based on the DOF’ s review and application of the law, the portion of the Oversight Board Resolution approving the issuance of the Bonds is approved by the DOF.

Section 34177.5 of the Dissolution Act provides that when, as here, a successor agency issues bonds with the approval of the oversight board and the DOF, the oversight board may not unilaterall y approve any amendments to or early termination of the bonds, and the scheduled payments on the bonds shall be listed in the Recognized Obligation Payment Schedules and are not subject to further review and approval by the DOF or the California State Controller.

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Description of the Bonds

The Bonds will be issued and delivered in fully registered form without coupons in the denomination of $5,000 or any integral multiple thereof for each maturity of each series of the Bonds, initially in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), as registered owner of all of the Bonds. The initially executed and delivered Bonds will be dated the date of delivery (the “Closing Date”) and will mature on September 1 in the years and in the principal amounts shown on the inside cover page of this Official Statement.

Interest on the Bonds will be calculated on the basis of a 360 -day year of twelve 30- day months at the rates shown on the inside cover page of this Official Statement, payable semiannually on March 1 and September 1 in each year, commencing on March 1, 202 3, 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 applicable Record Date. Record Date is defined in the Indenture as, with respect to any Interest Payment Date, the close of business on the fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether or not such fifteenth (15th) calendar day is a Business Day.

One fully registered certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. See APPENDIX C—BOOK-ENTRY ONLY SYSTEM.

Redemption

Optional Redemption. The Bonds maturing on or before September 1, ____, are not subject to optional redemption prior to maturity. The Bonds maturing on and after September 1, ____, are subject to redemption at the option of the Successor Agency, on any date on or after September 1, ____, in whole or in part, among such maturities as are determined by the Successor Agency (and, in lieu of such determination, pro rata among maturities) and by lot within a maturity, from any available source of funds, at the following redemption price s expressed as a percentage of the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption:

Redemption Date
Redemption
Price
September 1, ____ to August 31, ____ %
September 1, ____ to August 31, ____
September 1, ____ to August 31, ____
September 1, ____ and thereafter

The Successor Agency must obtain the consent of the Developer to any optional redemption that occurs prior to the end of the Payment Obligation Period.

Mandatory Sinking Account Redemption . The Bonds maturing on September 1, ____ (the
“Term Bonds ”), are subject to mandatory redemption, in part by lot, from Sinking Account payments set forth in the following schedule on September 1, ____, and on each September 1 thereafter to and including September 1, ____, at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the Term Bonds have been optionally redeemed, the total amount of Sinking Account payments to be made subsequent to such redemption shall be reduced in an amount equal to the principal amount of the Term Bonds so redeemed by reducing each such future Sinking Account payment on a pr o

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rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Successor Agency with the Trustee.

Redemption Date Principal
(September 1) Amount

†Maturity

Notice of Redemption . The Trustee on behalf of and at the expense of the Successor Agency will mail (by first class mail, postage prepaid) notice of any redemption at least thirty but not more than sixty days prior to the redemption date, to (i) the Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, and (ii) to the Securities Depositories and to the Information Services designated in a Written Request of the Successor Agency filed with the Trustee at the time the Successor Agency notifies the Trustee of its intention to redeem Bonds; but such mailing is not a condition precedent to such redemption and neither failure to receive any such notice nor any defect therein will affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice will state the redemption date and the redemption price, will designate the CUSIP number of the Bonds to be redeemed, state the individual number of each Bond to be redeemed or state that all Bonds between two stated numbers (both inclusive) or all of the Bonds Outstanding (or all Bonds of a maturity) are to be redeemed, and will require that such Bonds be then surrendered (except for mandatory Sinking Account redemptions) at the Principal Corporate Trust Office of the Trustee for redemption at the said redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date.

Notwithstanding the foregoing, in the case of any optional redemption of the Bonds, the notice of redemption may also state that the redemption is conditioned upon receipt by the Trustee of sufficient moneys to redeem the Bonds on the anticipated redemption date, and that the optional redemption shall not occur if, by no later than the scheduled redemption date, sufficient moneys to redeem the Bonds have not been deposited with the Trustee. In the event that the Trustee does not receive sufficient funds by the scheduled optional redemption date to so redeem the Bonds to be optionally redeemed, such event shall not constitute an Event of Default; the Trustee shall send written notice to the Owners to the effect that the redemption did not occur as anticipated, and the Bonds for which notice of optional redemption was given shall remain Outstanding for all purposes of the Indenture.

Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the redemption price of and interest on the Bonds so called for redemption shall have been duly deposited with the Trustee, such Bonds so called shall cease to be entitled to any benefit under the Indenture other than the right to receive payment of the redemption price and accrued interest to the redemption date, and no interest shall accrue thereon from a nd after the redemption date specified in such notice.

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Manner of Redemption . Whenever any Bonds or portions thereof are to be selected for redemption by lot, the Trustee shall make such selection in such manner as the Trustee shall deem appropriate and shall notify the Successor Agency thereof. All Bonds redeemed shall be canceled.

Selection of Bonds for Redemption . Whenever provision is made in the Indenture for the redemption of Bonds and less than all Bonds then currently outstanding are called for redemption, the Trustee will select Bonds for redemption from Bonds then currently Outstanding and not previously called for redemption, at the written direction of the Successor Agency in such order of maturity as shall be designated by the Successor Agency, and in the absence of such direction, pro rata among maturities and by lot within a maturity. The Trustee will promptly notify the Successor Agency in writing of the Bonds so selected for redemption.

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 Former Agency (pursuant to subdivision (b) of section 16 of Article XVI of the State Constitution) had the Former Agency not been dissolved pursuant to the operation of AB 1X 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 Former Agency, with the same lien priority and legal effect as if the bonds had been issued prior to the effective date of AB 1X 26, in full conformity with the applicable provisions of the Redevelopment Law that existed prior to that date, and will be included in the Successor Agency’s Recognized Obligation Payment Schedule. Se e “THE DISSOLUTION ACT —Recognized Obligation Payment Schedules” and “SECURITY FOR THE BONDS—Recognized Obligation Payment Schedules.”

The Dissolution Act further provides that bonds authorized by the Dissolution Act 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, effectively including the Available LMIHF Funds pledged to 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 provide d in the Redevelopment Plan s for each of the Merged Project Areas, taxes levied upon taxable property in the Merged Project Areas 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 respective ordinances approving the several Redevelopment Plans, or the effective dates of ordinances approving amendments to the several Redevelopment Plans that added territory are to be divided as follows:

(a) To Taxing Agencies: That portion of the taxes which would be produced by the rate upon which the tax is levied each year by or for each of the taxing agencies upon the total sum of the assessed value of the taxable property in the respective Redevelopment Project as shown upo n the assessment roll used in connection with the

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taxation of such property by such taxing agency last equalized prior to the effective date of the ordinance adopting the related Redevelopment Plan, or the respective effective dates of ordinances approving amendments to the respective Redevelopment Plan that added territory to the related Redevelopment Project, 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 Former 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 limitations established by the applicable Redevelopment Plan, following the date of issuance of the Bonds, 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 Former Agency or the Successor Agency to finance or refinance the redevelopment projects of the Former 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.

In addition, pursuant to section 34187 of the Dissolution Act, funds associated with retired enforceable obligations are required to be reallocated to taxing agencies as regular property taxes and not deposited into the Redevelopment Property Tax Trust Fund for the Successor Agency at all (however, section 34187(a) (2) of the Dissolution Act provides for retention of funds by the Successor Agency to the extent needed for payment of enforceable obligations upon authorization by the DOF).

Recognized Obligation Payment Schedules

Submission of Recognized Obligation Payment Schedule. The Dissolution Act requires successor agencies to periodically prepare, and submit to the DOF and the County Auditor - Controller for approval, an oversight board-approved 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 o f funds to be used to pay for each enforceable obligation.

Commencing on February 1, 2016, successor agencies were transitioned to an annual Recognized Obligation Payment Schedule process pursuant to which successor agencies are required to file Recogniz ed Obligation Payment Schedules with the DOF and the County Auditor-Controller for approval on or before each February 1 for the July 1 through June 30 period immediately following such February 1. For example, on February 1, 2022, the Successor

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Agency was required to file a Recognized Obligation Payment Schedule for the period commencing July 1, 2022 through June 30, 2023.

In addition, commencing on January 1, 2016 , successor agencies that have received a Finding of Completion and the concurrence of the DOF as to the items that qualify for payment, among other conditions, may at their option, file a “Last and Final” Recognized Obligation Payment Schedule. If approved by the DOF, the Last and Final Recognized Obligation Payment Schedule will be binding on all parties, and the Successor Agency will no longer submit a Recognized Obligation Payment Schedule to the DOF or the Oversight Board. The county auditor-controller will remit the authorized funds to the Successor Agency in accordance with the approved Last and Final Recognized Obligation Payment Schedule until each remaining enforceable obligation has been fully paid. A Last and Final Recognized Obligation Payment Schedule may only be amended twice, and only with approval of the DOF and the County Auditor-Controller. Even though the Successor Agency has received a Finding of Completion from the DOF (see “THE SUCCESSOR AGENCY TO THE MARINA REDEVELOPMENT AGENCY—Status of Compliance With the Dissolution Act”), t he Successor Agency has no current plans to file a Last and Final Recognized Obligation Payment Schedule.

Payment of Amounts Listed on the Recognized Obligation Payment Schedule. As defined in the Dissolution Act, “enforceable obligation” includes bonds, including the required debt service, reserve set-asides, and any other payments required under the indenture or similar documents governing the issuance of the outstanding bonds of the former redevelopment agency or the successor agency, as well as other obligations such as loans, judgments or settlements against the former redevelopment agency or the successor agency, any legally binding and enforceable agreement that is not otherwise void as violating the debt li mit or public policy, contracts necessary for the administration or operation of the successor agency, and, under certain circumstances, amounts borrowed from the successor agency’ s low and moderate income housing fund. As described under “INTRODUCTION —The Former Agency Obligation” the Former Agency Obligation, which includes the Housing Note, has been included on the Successor Agency’s Recognized Obligation Payment Schedules that have been approved by the Oversight Board and the DOF. The payment on the Hou sing Note from the proceeds of the Bonds has also been included on the Successor Agency’s most recent Recognized Obligation Payment Schedule, which has been approved by the Oversight Board and the DOF.

A reserve may be included on the Recognized Obligation Payment Schedule and held by the successor agency when required by a bond indenture or when the next property tax allocation will be insufficient to pay all obligations due under the provisions of the bonds for the next payment due in the following half of the calendar year.

Sources of Payments for Enforceable Obligations. Under the Dissolution Act, the categories of sources of payments for enforceable obligations listed on a Recognized Obligation Payment Schedule are the following: (i) bond proceeds, ( ii) reserve balances, (iii) administrative cost allowance ( most successor agencies are entitled to receive $250,000, unless that amount is reduced by the applicable oversight board), ( iv) 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 (v) other revenue sources (including rents, concessions, asset sale proceeds, intere st earnings, and any other revenues derived from the redevelopment agency, as approved by the Oversight Board). Pursuant to SB 107, the functions of the oversight board were assumed by the Oversight Board established for all successor agencies within the County commencing on July 1, 2018.

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The Dissolution Act provides that only those payments listed in the Recognized Obligation Payment Schedule may be made by a successor agency and only from the funds specified in the Recognized Obligation Payment Schedule.

Order of Priority of Distributions from Redevelopment Property Tax Trust Fund. Typically, under the Redevelopment Property Tax Trust Fund distribution provisions of the Dissolution Act, and despite the provisions of the Dissolution Act which now provide for annual submissions by successor agencies of Recognized Obligation Payment Schedules (see discussion above under “Submission of Recognized Obligation Payment Schedules ”), a county auditor - controller is to distribute funds for each six -month period after deducting permitted administrative costs of the County Auditor -Controller pursu ant to Section 34183(a) of the Dissolution Act (which are deducted from deposits to the Redevelopment Property Tax Trust Fund prior to making disbursements), in the following order as specified in section 34183 of the Dissolution Act:

(i) first, subject to certain adjustments for subordinations to the extent permitted under the Dissolution Act, if any (as described above under “SECURITY FOR THE BONDS—Pass-Through Payments”) and no later than each January 2 and June 1, amounts required for pass -through payments such entity would have received under provisions of the Redevelopment Law, as those provisions read on January 1, 2011, including negotiated pass-through agreements and statutory pass-through obligations;

(ii) second, on each January 2 and June 1, to the successor agency for payments listed in its Recognized Obligation Payment Schedule, with debt service payments scheduled to be made for tax allocation bonds having the highest priority over payments scheduled for other debts and obligations listed on the Recognized Obligation Payment Schedule;

(iii) third, on each January 2 and June 1, to the successor agency for the administrative cost allowance, as defined in the Dissolution Act; and

(iv) fourth, on each January 2 and June 1, to taxing entities any moneys remaining in the Redevelopment Property Tax Trust Fund after the payments and transfers authorized by clauses (i) through (iii), in an amount proportionate to such taxing entity’s share of property tax revenues.

Failure to Submit a Recognized Obligation Payment Schedule. The Recognized Obligation Payment Schedule must be approved by the oversight board, and the oversight board-approved Recognized Obligation Payment Schedule mu st be submitted by a successor agency to the county auditor-controller and the DOF by February 1 of each year. If the successor agency does not submit a Recognized Obligation Payment Schedule by the applicable deadline, the city or county that established the former redevelopment agency will be subject to a civil penalty equal to $10,000 per day for every day the schedule is not submitted to the DOF. Additionally, if a successor agency does not submit a Recognized Obligation Payment Schedule within 10 days of the deadline, the successor agency ’s maximum administrative cost for the applicable period is reduced by twenty-five percent.

However, the Dissolution Act provides that, if a successor agency fails to submit a Recognized Obligation Payment Schedule by the deadline, any creditor of the successor agency or any affected taxing entity shall have standing to, and may request a writ of mandate to, require the successor agency to immediately perform this duty. 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

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Payment Schedule. ” To date, the Successor Agency has timely filed all required Oversight Board-approved Recognized Obligation Payment Schedules with the County Auditor - Controller and the DOF.

SECURITY FOR THE BONDS

The Bonds are secured by a pledge of the Available LMIHF Funds. Only the Available LMIHF Funds deposited to the Series B Debt Service Fund will be used to repay the Bonds . See “SECURITY FOR THE BONDS—Flow of Funds Under the Indenture” and “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS.”

Pledge Under the Indenture

Except as explicitly provided otherwise in the Indenture, the Bonds , the 2020B Bonds, the 2018B Bonds and any additional Parity Debt are equally secured by a pledge and lien on all of the Available LMIHF Funds and by a first and exclusive pledge and lien upon all of the moneys in the Interest Account, the Principal Account, the Sinking Account and the Redemption Account of the Series B Debt Service Fund without preference or priority for issue, number, dated date, sale date, date of execution or date of delivery. The Bonds (exclusive of the 2020A Bonds, 2018B Bonds and any additional Parity Debt) are also secured by an exclusive pledge of, security interest in and lien on amounts in the Series 2023B Reserve Account within the Series B Debt Service Fund. Except for the Available LMIHF Funds and such money s, no funds or properties of the Successor Agency are pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium (if any) on the Bonds.

In consideration of the acceptance of the Bonds by owners of the Bonds, the Indenture is deemed to be and constitutes a contract between the Successor Agency and the Trustee for the benefit of the Owners from time to time of the Bonds, and the covenants and agreements set forth in the Indenture to be performed on behalf of the Succes sor Agency are for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date th ereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or in the Indenture.

Available LMIHF Funds

As previously described, Tax Revenues from the Merged Project Areas are deposited to the Redevelopment Project Tax Trust Fund maintained by the County Auditor- Controller for the Successor Agency, who distributes the Available LMIHF Funds from such fund semi- annually to the Successor Agency for deposit to the Successor Agency’s Redevelopment Obligation Retirement Fund. The Available LMIHF Funds are remitted semi -annually by the Successor Agency from the Redevelopment Obligation Retirement Fund to the Trustee for deposit by the Trustee in the Series B Debt Service Fund held by the Tr ustee under the Indenture until the amount so remitted equals the amount to be transferred to the Series B Debt Service Fund in respect of the Interest Payment Date occurring during the related ROPS Payment Period, with any excess released semiannually fro m the lien of the Indenture.

Payments due on the Bonds , the 2020B Bonds, the 2018B Bonds and any additional Parity Debt are made by the Trustee from the funds in the accounts in the Series B Debt Service Fund . See “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS —Historic and Estimated Available LMIHF Funds.” See also Section 6.6 in APPENDIX G —FISCAL CONSULTANT’S REPORT for the manner in which the amount of the Available LMIHF Funds are determined.

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The term “Tax Revenues” is defined under the Indenture to mean the moneys deposited or available for deposit from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (b) of section 34170.5 of the Dissolution Act, as provided in paragraph (2) of subdivision (a) of section 34183 of the Dissolution Act, after payment of (a) County administrative fees pursuant to section 34183(a) of the Dissolution Act, (b) the Statutory Pass-Through Amounts to the extent not subordinated to the Successor Agency’s obligation t o repay the Bonds, and any pass- through obligations (statutory or negotiated) of the Successor Agency related to the Airport Project or the Marina Project , and (c) amounts payable by the Successor Agency on the 2000 Bonds. The outstanding principal amount of the 2000 Bonds is $320,000 with a maximum annual debt service obligation of $ 46,069 (see “SECURITY FOR THE BONDS—The 2000 Bonds”). If, and to the extent, that the provisions of section 34172 or paragraph (2) of subdivision (a) of section 34183 of the Dissolution Act are invalidated by a final judicial decision, the Indenture provides that Tax Revenues shall include all tax revenues allocated to the payment of indebtedness of the Successor Agency pursuant to section 33670 of the Law or such other section as may be in effect at the time providing for the allocation of tax increment revenues to the Successor Agency in accordance with Article XVI, Section 16 of the California Constitution.

Before it was amended by the Dissolution Act, the Redevelopment Law r equired the Former Agency to set aside not less than 20% of all tax increment generated in the Redevelopment Project into a low and moderate income housing fund to be used for the purpose of increasing, improving and/or preserving the supply of low and mod erate income housing. These tax increment revenues were commonly referred to as “Housing Set-Aside.” The Dissolution Act eliminated the Housing Set -Aside requirement. Since a deduction for the Housing Set -Aside is no longer required, amounts that were prev iously required to be deposited in the housing fund are now included in Tax Revenues . The revenues pledged to the payment of the Series A Bonds under the Indenture (see “FINANCING PLAN —Related Obligation”) consist primarily of the Pledged Non -Housing Funds , which are explicitly not included in the Available LMIHF Funds.

The term “Available LMIHF Funds” is defined in the Indenture as the portion of the Tax Revenues annually allocated to the Successor Agency and that was, prior to dissolution of the Former Agency, required to be deposited in the Former Agency’s Low and Moderate Income Housing Fund, and that was derived from the Dunes development and the Sea Haven development areas of the Fort Ord Project pursuant to Sections 33334.2, and 33334.3 of the Law as in effect prior to the dissolution of the Former Agency, less the amount allocable to the Former Agency pursuant to the Financing Plan being ten percent (10%) of said annual amount.

Only Available LMIHF Funds, which are derived from the Dunes development and the Sea Haven development are pledged to the payment of the Bonds , in addition to earnings on funds held in the Series B Debt Service Fund.

The Successor Agency has covenanted and agreed in the Indenture to claim the full amount of the Available LMIHF Funds, and the Indenture provides that it shall not seek or permit a deferral or reduction of or other exception to the allocation and payment of the Available LMIHF Funds to the Successor Age ncy, all as provided in the Financing Plan. The Successor Agency has agreed in the Indenture to take all actions required of it under the Financing Plan to compute the Available LMIHF Funds and to make the transfers of Available LMIHF Funds from the Redevelopment Obligation Retirement Fund to the Trustee as provided in the Indenture. See Section 6.6 of APPENDIX G—FISCAL CONSULTANT’S REPORT for the manner in which the Successor Agency periodically determines the amount of the Available LMIHF Funds to be included on the ROPS.

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Flow of Funds Under the Indenture

General. The Successor Agency previously established the Redevelopment Obligation Retirement Fund pursuant to section 34170.5(a) of the Dissolution Act and has agreed in the Indenture to hold and maintain the Redevelopment Obligation Retirement Fund as long as any of the Bonds, the 2018B Bonds and any additional Parity Debt are Outstanding.

Deposit in Redevelopment Obligation Retirement Fund; Transfer to Debt Service Fund. The Indenture provides that the Successor Agency shall deposit the Tax Revenues received by it on any RPTTF Distribution Date into the Redevelopment Obligation Retirement Fund promptly upon receipt thereof by the Successor Agency, and promptly thereafter shall transfer amounts therein that constitute Available LMIHF Funds (i) to the Trustee for deposit by the Trustee in the Series B Debt Service Fund established and held by the Trustee under this Indenture until such time during the then ROPS Payment Period as the amounts so transferred to the Series B Debt Service Fund equal the aggregate amounts required to be deposited by the Trustee into the Interest Account, the Principal Account, the Sinking Account, the 2018B Reserve Account, the 2020B Reserve Account, the 2020B Reserve Account and the Redemption Account of the Series B Debt Service Fund on the March 1 or September 1, as applicable, occurring during such ROPS Payment Period pursuant to the Indenture; and (ii) for deposit during the then ROPS Payment Period in the funds and accounts established with respect to additional Parity Debt, as provided in any Supplemental Indenture.

The portion of the Tax Revenues that are not Available LMIHF Funds are in no way pledged to the payment of the Bonds or any Parity Debt and are not to be deposited by the Successor Agency to the Series B Debt Service Fund (and if for any reason any have be en so deposited they may be removed therefrom).

Except as may otherwise be required by the provisions of the Indenture with respect to the possible distribution of Tax Revenues in respect of reserves to assure timely payment of the Bonds (see APPENDIX A —SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE) and as a possible consequence of Redevelopment Plan limitations (see “THE SUCCESSOR AGENCY TO THE MARINA REDEVELOPMENT AGENCY —Plan Limits”), any Available LMIHF Funds received by the Successor Agency and held in the Redevelopment Obligation Retirement Fund following each RPTTF Distribution Date, to the extent remaining after making the transfers provided for in the second preceding paragraph to the Series B Debt Service Fund in respect of the Interest Payment D ate occurring during the related ROPS Payment Period, are released from the pledge and lien under the Indenture which secures the Bonds (including the 2018A Bonds, the 2020B Bonds and any additional Parity Debt) and will be applied by the Successor Agency as provided in the Former Agency Obligation (or, upon expiration or satisfaction in full of the Former Agency Obligation, as provided in the Law).

Deposit of Amounts by Trustee – Series B Debt Service Fund . There is established under the Indenture a trust fund to be known as the Series B Debt Service Fund, which will be held by the Trustee under the Indenture in trust. Except with respect to funds to be used to optionally redeem the Bonds (which shall be depo sited directly to the Redemption Account), m oneys in the Series B Debt Service Fund will be transferred by the Trustee in the following amounts , at the following times to the following respective accounts within the Series B Debt Service Fund, in the following order of priority:

Interest Account. On or before the Business Day preceding each Interest Payment Date, the Trustee shall transfer funds from the Series B Debt Service Fund for deposit in the Interest Account an amount which, when added to the amount contained in the Interest Account on that date and any amount to be transferred from the Capitalized

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Interest Fund to the Interest Account for that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds, the 2018B Bonds, the 2020B Bonds and any additional Parity Debt on such Interest Payment Date. No such transfer and deposit need be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the Outstanding Bonds , the 2018B Bonds, the 2020B Bonds and any additional Parity Debt. Subject to the provisions of the 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 Outstanding Bonds, the 2018B Bonds, the 2020B Bonds and any additional Parity Debt as it becomes due and payable (including accrued interest on any Bonds, 2018B Bonds, the 2020B Bonds and additional Parity Debt redeemed prior to maturity pursuant to the Indenture).

Principal Account . On or before the Business Day preceding each March 1 Interest Payment Date, the Trustee shall transfer funds from the Series B Debt Service Fund for deposit in the Principal Account an amount equal to sixty percent of the principal payments coming due and payable on the Outstanding Bonds , the 2020B Bonds, the 2018B Bonds and any additional Parity Debt on the next September 1, to the extent of any monies on deposit in the Series B Debt Service Fund available therefor. On or before the Business Day preceding each September 1 Interest Payment Date, the Trustee shall transfer funds from the Series B Debt Service Fund for deposit in the Principal Account an amount equal to the diff erence between the amount due and payable on the Outstanding Bonds, the 2020B Bonds, the 2018B Bonds and any additional Parity Debt on the next September 1 and the amount then on deposit in the Principal Account, to the extent of any monies on deposit in t he Series B Debt Service Fund available therefor. No such transfer and deposit need be made to the Principal Account if the amount contained therein is at least equal to the principal payments to become due on the next September 1 on all Outstanding Bonds , 2020B Bonds, 2018B Bonds and any additional Parity Debt. Subject to the provisions of the Indenture, all moneys in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of paying the principal payments of the Bonds , the 2020B Bonds, the 2018B Bonds and any additional Parity Debt as it becomes due and payable.

Sinking Account. On or before the Business Day preceding each March 1 Interest Payment Date, commencing with the first such date which is six months prior to the date on which principal (or any mandatory sinking payment) is due on any of the Bonds, the 2020B Bonds or the 2018B Bonds that are Term Bonds or additional Parity Debt that constitutes Term Bonds, the Trustee shall transfer funds from the Series B Debt Service Fund for deposit in the Sinking Account an amount equal to sixty percent of the sinking account payments becoming due and payable on any Bonds , 2020B Bonds, 2018B Bonds and any additional Parity Debt that constitute Term Bonds on the next September 1, to the extent of any monies on deposit in the Series B Debt Service Fund available therefor. On or before the Business Day preceding each September 1 Interest Payment Date, commencing with the first such date on which principal (or any mandatory sinking payment) is due on any Bonds, 2020B Bonds, 2018B Bonds or additional Parity Debt that are Term Bonds, the Trustee shall transfer funds from the Series B Debt Servic e Fund for deposit in the Sinking Account an amount equal to the difference between the amount due and payable on the Outstanding Bonds, 2020B Bonds, 2018B Bonds and any additional Parity Debt that constitute Term Bonds on the next September 1 and the amount then on deposit in the Sinking Account, to the extent of any monies on deposit in the Series B Debt Service Fund available therefor . No such transfer and deposit need be made to the Sinking Account if the amount contained therein is at least equal to th e sinking account payments to become due on the next

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September 1 on all Outstanding Bonds , 2020B Bonds, 2018B Bonds and any additional Parity Debt that constitute Term Bonds. Subject to the Indenture, all moneys in the Sinking Account will be used and withdrawn by the Trustee solely for the purpose of paying the aggregate principal amount of the Term Bonds that are Bonds , 2020B Bonds, 2018B Bonds or additional Parity Debt required to be redeemed on such September 1 pursuant to the provisions of the Indentur e or the document providing for the issuance of the related additional Parity Debt that constitutes Term Bonds.

Reserve Accounts. If, on the Business Day before any Interest Payment Date, the amount in the 2018B Reserve Account is less than the Reserve Requirement for the 2018B Bonds, the amount in the 2020B Reserve Account is less than the Reserve Requirement for the 2020B Bonds or the amount in the 2023A Reserve Account is less than the Reserve Requirement for the Bonds, respectively, or the amount in an y reserve account established for any additional Parity Debt is less than the applicable reserve requirement for such additional Parity Debt, the Trustee shall transfer funds from the Series B Debt Service Fund to the 2018SReserve Account , the 2020B Reserve Account, the 2023A Reserve Account and any such reserve account for any additional Parity Debt in the amount of the respective short fall. If there shall then not be sufficient funds in the Series B Debt Service Fund to transfer an amount sufficient to maintain the Reserve Requirement for the 2018B Bonds on deposit in the 2018BReserve Account, the amount in the 2020B Reserve Account to maintain the Reserve Requirement for the 2020BBonds, the amount in the 2023A Reserve Account to maintain the Reserve Requirement for the Bonds, and any reserve requirement for any additional Parity Debt on deposit in a reserve account for such additional Parity Debt, the Trustee shall transfer the available funds from the Series B Debt Service Fund to the 2018BReserve Account, the 2020B Reserve Account, the 2023A Reserve Account and each such reserve account for any additional Parity Debt pro rata (based on the amounts of the then Reserve Requirements for the 2018B Bonds , the 2020B Bonds and for the Bonds, respectively, and any reserve requirement for outstanding Parity Debt), and the Trustee shall be obligated to continue making transfers as funds become available in the Series B Debt Service Fund pro rata until there is an amount sufficient to maintain the Reserve Requirement for the 2018B Bonds, the Reserve Requirement for the 2020B Bonds and the Reserve Requirement for the Bonds on deposit in the 2018BReserve Account, the 2020B Reserve Account and the 2023A Reserve Account, respectively, and to maintain the reserve requirement for additional Parity Debt on deposit in the reserve account for such Parity Debt . No such transfer and deposit need to be made to (i) the 2018B Reserve Account so long as there shall be on deposit therein a sum at least equal to the Reserve Requirement for the 2018B Bonds, (ii) the 2020B Reserve Account so long as there shall be on deposit therein a sum at least equal to the Reserve Requirement for the 2020B Bonds, (iii) the 2023A Reserve Account so long as there shall be on deposit in the 2023A Reserve Account a sum at least equal to the Reserve Requirement for the Bonds, or (iv) any reserve account for any additional Parity Debt so long as there shall be on deposit therein a sum at least equal to the reserve requirement for such Parity Debt.

Redemption Account. On or before any date on which Bonds, the 2020B Bonds, the 2018B Bonds or any additional Parity Debt are to be redeemed pursuant to the optional redemption provisions of the Indenture, the Trustee shall withdraw from the Series B Debt Service Fund and transfer to the Redemption Account an amount required to pay the principal of and interest on the Bonds , the 2020B Bonds, the 2018B Bonds or any additional Parity Debt to be redeemed on such d ate, taking into account any funds then on deposit in the Redemption Account. The Trustee shall also deposit in the Redemption Account any other amounts received by it from the Successor Agency designated by the Successor Agency in writing to be deposited in the Redemption

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Account of the Series B Debt Service Fund. All moneys in the Redemption Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of and interest on the Bonds , the 2020B Bonds, the 2018B Bonds or an y additional Parity Debt to be redeemed on the respective dates set for such redemption.

Reserve Account

The Indenture establishes a 2023B Reserve Account within the Series B Debt Service Fund, amounts in which only secure payment of the Bonds. On the Cl osing Date, Bond proceeds in an amount equal to the Reserve Requirement for the Bonds will be deposited to the 2023B Reserve Account. The Reserve Requirement for the Bonds is defined in the Indenture as an amount, as of any date of calculation, equal to the least of (a) Maximum Annual Debt Service on the Bonds (not including the 2018B Bonds, the 2020B Bonds or any addit ional Parity Debt) for the then current or every subsequent Bond Year, (b) 125% of average Annual Debt Service on the Bonds (not including the 2018B Bonds, the 2020B Bonds or any additional Parity Debt) for the then current and every subsequent Bond Year, and (c) 10% of the original principal amount of the Bonds (without regard to the 2018B Bonds, the 2020B Bonds or any additional Parity Debt).

If, on any Interest Payment Date, the moneys available in the Interest Account, Principal Account and/or the Sinking Account of the Series B Debt Service Fund do not equal the amount of the principal and interest on the Bonds (not including the 2018B Bonds, the 2020B Bonds or any additional Parity Debt) then coming due and payable, the Trustee shall apply any moneys available in the 2023B Reserve Account to make delinquent amounts with respect to the Bonds by transferring the amount necessary for this purpose to the Interest Account, the Principal Account and/or the Sinking Account, in that order, of the Series B Debt Service Fund.

Under the Indenture, amounts in the 2023B Reserve Account will be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account, the Principal Account and the Sinking Account of the Series B Debt Service Fund as described in the preceding paragraph or for the retirement of all the Bonds then Outstanding, except that so long as no Event of Default has occurred and is then continuing under the Indenture , any amount in the 2023B Reserve Account in excess of the Reserve Requirement for the Bonds (as determined by the Trustee based upon a valuation of investments held in such account performed in accordance with the Indenture) will be withdrawn from the 2023B Reserve Account semiannually on or before the second Business Day preceding each Interest Payment Date by the Trustee and deposited in the Interest Account of the Series B Debt Service Fund. Pursuant to the Indenture, all amounts in the 2023B Reserve Account on the second Business Day preceding the final Interest Payment Date will be withdrawn from the 2023B Reserve Account and will be transferred either (i) to the Interest Account , the Principal Account and the Sinking Account of the Series B Debt Service Fund, in such order, to the extent required to make the deposits required to be made on such Interest Payment Date pursuant to the Indenture, or (ii) if the Successor Agency shall have caused to be transferred to the Trustee an amount sufficient to make such deposits then, at the Written Request of the Successor Agency, to the Successor Agency to be applied by the Successor Agency as provided in the Former Agency Obligation (or, upon expiration or satisfaction in full of the Former Agency Obligation, as provided in the Law).

The Indenture provides for (a) a reserve account, and the amount therein is exclusively pledged as security for the 2023B Bonds, (a) a reserve account, and the amount therein is exclusively pledged as security for the 2020B Bonds, and (c) a reserve account, and the amount therein is exclusively pledged as security for the 2018B Bonds. The Successor Agency may, but is not required, to establish reserve accounts in connection with the issuance of any additional

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Parity Debt. Any such reserve account would only secure the payment of the rel ated additional Parity Debt and would not be available to make payments on the Bonds.

Limited Obligation

The Bond s are not a debt of the City, the County, the State or any of their political subdivisions except the Successor Agency, and none of the City, the County, the State or any of their political subdivisions except the Successor Agency are liable therefor. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. No member of the Board of Directors of the Successor Agency or of the Oversight Board, or member of the Board of Supervisors of the County, shall be individually or personally liable for the payment of the principal of or interest or redemption premium (if any) on the Bonds. The Bonds are only payable from the Available LMIHF Funds and investment earnings on amounts in the accounts within the Series B Debt Service Fund. See “SECURITY FOR THE BONDS.”

Recognized Obligation Payment Schedules

Dissolution Act Covenant by the Successor Agency. The Successor Agency has covenanted in the Indenture that it will comply with the requirements of the Dissolution Act necessary so as to not materially adversely affect the payment of and security for the Bonds.

In the Indenture the Successor Agency covenants and agrees that it will take all actions required under the Dissolution Ac t to include scheduled debt service on the Bonds and any Parity Debt (including, without limitation, any mandatory sinking fund redemption payments), as well as any amount required under this Indenture to replenish the Reserve Account, in Recognized Obligation Payment Schedules for each ROPS Period so as to enable the County’s Auditor-Controller to distribute from the Redevelopment Property Tax Trust Fund to the Redevelopment Obligation Retirement Fund on each RPTTF Distribution Date amounts required for the Successor Agency to pay principal of, and interest on, the Bonds and any Parity Debt coming due in the respective ROPS Payment Period corresponding to such RPTTF Distribution Date pursuant to the Dissolution Act (including but not limited to Section 3417 7 therein).

Without limiting the generality of the foregoing, the Successor Agency additionally covenants and agrees that, on or before February 1 of each year (or at such other time as may be required by the Dissolution Act) for so long as any Bonds or a ny Parity Debt remain outstanding, the Successor Agency will submit to the California Department of Finance and to the County’s Auditor- Controller an Oversight Board -approved ROPS that provides for the distribution of the following amounts (but only to the extent that such amounts do not exceed the Available LMIHF Funds, and only to the extent that other amounts on deposit in the Redevelopment Property Tax Trust Fund or the Redevelopment Obligation Retirement Fund reserved for payment of debt service on the Bonds or any Parity Debt or on deposit in the Series B Debt Service Fund with respect to the Bonds are insufficient therefor):

(i) for distribution on each June 1: from the Available LMIHF Funds, all interest coming due and payable on the Bonds and any Parity Debt on the next succeeding September 1, and an amount equal to the principal amount coming due and payable on the Bonds and any Parity Debt on the next September 1, less any amount then on deposit in the Principal Account (with respect to principal due on the Bonds and any Parity Debt) and in the Sinking Account (with respect to sinking fund payments or principal due on the Bonds and any Parity Debt that are Term Bonds) of the Series B Debt Service Fund by reason of the amount described in clause (ii) below; and

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(ii) for distribution on each January 2: from the Available LMIHF Funds, all interest coming due and payable on the Bonds and any Parity Debt on the next succeeding March 1, and sixty percent ( 60%) of the principal amount (including any sinking fund payments) coming due and payable on the Bonds and any Parity Debt on the next September 1; and

(iii) if the Successor Agency determines it is necessary to ensure timely payment of debt service on the Bonds or any Parity Debt, the Successor Agency may also collect on each January 2 or June 1, as necessary, a reserve to be held for debt service on the Bonds and any Parity Debt on March 1 and September 1 of the next succeeding calendar year; and

(iv) any amounts required to replenish the Reserve Acco unt, and any other reserve account established under any Parity Debt instrument.

In addition, the Successor Agency covenants that, if the amount of Available LMIHF Funds expected to be available with respect to a ROPS Payment Period will be insufficient t o pay required debt service on the Bonds and any Parity Debt and all other required amounts payable from the Redevelopment Obligation Retirement Fund during such ROPS Payment Period, it shall, on or before the May 1 or December 1, as applicable, preceding such ROPS Payment Period (or such other date as otherwise may be specified in the Dissolution Act), file a Notice of Insufficiency with the County Auditor- Controller in accordance with the Dissolution Act (including, but not limited to, paragraph (b) of Section 34183 therein).

The Indenture also obligates the Successor Agency to include on the ROPS amounts due on the Series A Bonds to the extent of the Available Non-Housing Tax Increment Funds at times and in respective amounts similar to those described in the second preceding paragraph above.

County Administrative Fees

Chapter 466, Statutes of 1990 (referred to as SB 2557), permits the County to withhold a portion of annual tax revenues for the recovery of County charges related to property tax administration services to cities in an amount equal to their property tax administration costs proportionately attributable to cities. SB 2557, and subsequent legislation under SB 1559 (Statutes of 1992), permitted counties to charge all juri sdictions, including redevelopment agencies, on a year -to-year basis. Section 34182(a)(3) of the California Health and Safety Code also provides for recovery of county costs in connection with performing duties related to the dissolution of redevelopment agencies. The Fiscal Consultant has advised that the Available LMIHF Funds are computed as a percentage (twenty percent) of the Redevelopment Property Tax Trust Fund revenues attributable to development in the Dunes and Sea Haven projects, so that the Fiscal Consultant’s projections of Available LMIHF Funds have not deducted County administrative charges in determining the Available LMIHF Funds expected to be available to make payments on the Bonds.

Pass-Through Payments

The Successor Agency is obligated t o remit certain Statutory Pass -Through Amounts to various taxing agencies from tax revenues allocable to the Successor Agency. The Successor Agency has taken all actions necessary to pay obligations of the former Fort Ord Reuse Authority (“FORA”), to the payments due on the Bonds. The pass-through payment obligations for the Fort Ord Project constituting Statutory Pass -Through Amounts and that reduce the Tax Revenues are determined pursuant to the Fort Ord section of Redevelopment Law, constituting

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California Health and Safety Code sections 33492.71 and 33492.78. However, pass -through payment obligations do not affect the determination of Available LMIHF Funds. Accordingly, the Fiscal Consultant has not deducted the pass through payments allocable to FORA obligations or to any other taxing agency for purposes of the revenue projections presented in the Fiscal Consultant’s Report and in Table 8 under the heading “DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREA —Projected Available LMIHF Funds and Estimated Debt Service Coverage.”

The 2000 Bonds

The 2000 Bonds were issued prior to the fiscal merger of the Merged Project Areas and are secured by a pledge of Redevelopment Property Tax Trust Fund revenues derived from the Airport Project only. The outstand ing principal of the 2000 Bonds is $ 320,000, the maximum annual debt service on the 2000 Bonds is $ 46,069 and the final maturity of the 2000 Bonds is January 1, 2030 . While payments on the 2000 Bonds are deducted from the amount of Tax Revenues generated b y the Merged Project Areas available for the Available LMIHF Funds, payments on the 2000 Bonds are not expected to affect the amount of Available LMIHF Funds because Redevelopment Property Tax Trust Fund revenues derived from the Airport Project and the Marina Project are sufficient to pay debt service on the 2000 Bonds without utilizing any such revenues derived from the Fort Ord Project in which the Dunes and the Sea Haven developments are located. The Fiscal Consultant has advised that in fiscal year 2021-22 net Redevelopment Property Tax Trust Fund revenues from the Airport Project and Marina Project were approximately $1,443,000 which is well in excess of the $ 46,069 maximum annual debt service for the 2000 Bonds. Acco rdingly, payments on the 2000 Bonds have not been deducted by the Fiscal Consultant from Available LMIHF Funds for purposes of its revenue projections in the Fiscal Consultant’s Report, and for purposes of Table 8 under the heading “DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREA —Projected Available LMIHF Funds and Estimated Debt Service Coverage.”

Parity Debt

“Parity Debt ” means any loans, advances or indebtedness issued or incurred by the Successor Agency, secured by a pledge of Available LMIHF Funds on a parity with the Bonds and the 2018B Bonds pursuant to the Indenture. The Indenture permits the issuance of Parity Debt but only (i) to make payments on the Housing Note , as permitted under section 34177.5(a)(4) of the Law; or (ii) to refund the Bonds, the 2018B Bonds or previously issued other Parity Debt , in such principal amount as shall be determined by the Successor Agency, as permitted by section 34177.5(a)(1) of the Law; in each case pursuant to a separate or Supplemental Indentu re adopted or entered into by the Successor Agency and Trustee. The Bonds constitute Parity Debt under the provisions of the Indenture.

The Successor Agency may issue or incur additional Parity Debt subject to the following specific conditions precedent:

(a) The Successor Agency shall be in compliance with all covenants set forth in the Indenture and in any then effective Supplemental Indenture;

(b) If required by the Law, the Oversight Board shall have approved the issuance of the Parity Debt;

(c) The Parity Debt will be on such terms and conditions as may be set forth in a Supplemental Indenture, which will provide for the issuance of bonds substantially in accordance with the Indenture;

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(d) (i) If the Parity Debt is issued pursuant to section 341 77.5(a)(1) of the Law, receipt of a certificate or opinion of an Independent Financial Consultant stating that the total net interest cost to maturity of the Parity Debt plus the principal amount of the Parity Debt will not exceed the total net interest co st to maturity of the Bonds or previously issued Parity Debt to be refunded plus the principal amount of the Bonds or previously issued Parity Debt to be refunded.

(ii) If the Parity Debt is to be issued pursuant to section 34177.5(a)(4) of the Law, the A vailable LMIHF Funds for the most recently completed Fiscal Year, less (A) the portion of the Available LMIHF Funds attributable to the amount of assessed value in the Dunes development being appealed by the Developer and any party related to it which appeal or appeals have not yet been resolved, less (B) the portion of the Available LMIHF Funds attributable to the assessed value being appealed with respect to any property in the Dunes development or the Sea Haven development not owned by the Developer or any party related to it which appeal or appeals have not yet been resolved , equal to the average percentage decrease in assessed value applicable to appeals within the Dunes development and the Sea Haven development resolved within the prior five years, les s (C) the portion of the Available LMIHF Funds attributable to the assessed value in the Dunes development and the Sea Haven development for which appeals have been resolved in favor of the respective property owner(s) but have not yet been deducted from the assessed value used to determine the Available LMIHF Funds, based upon the actual amount of assessed value to be reduced, plus (D) the Additional Revenues (as defined in Section 6(d) of Part II of the Financing Plan and plus (E) future revenues that are to be allocated to the Successor Agency pursuant to Section 34392.71(c)(1)(D) of the Law , s hall be at least equal to 115 percent of the Maximum Annual Debt Service on any then outstanding Bonds, 2020B Bonds, 2018B Bonds and Parity Debt, together with the then proposed Parity Debt.

(e) The Parity Debt will mature on and interest will be payable on the same dates as the Bonds (except the first interest payment may be from the date of the Parity Debt until either the next succeeding March 1 or September 1); and

(f) The issuance of such Parity Debt shall not cause the Successor Agency to exceed any applicable Plan Limitations.

(g) The Successor Agency shall deliver to the Trustee a Written Certificate of the Successor Agency certifying that the conditions pr ecedent to the issuance of such Parity Debt described in paragraphs (a), (b), (c), (d), (e), and (f) above have been satisfied.

For the purposes of clause (ii) of paragraph (d) above, “Additional Revenues” is defined in the Financing Plan as of any date of calculation, as the amount of Available LMIHF Funds which, as shown in a report of an independent redevelopment consultant, is estimated to be receivable by the Successor Agency within the Fiscal Year following the Fiscal Year in which such calculation is made as a result of increases in the assessed valuation of taxable property in the Fort Ord Project due to either (i) construction which has been completed and for which a certificate of occupancy has been issued by the City or other appropriate governmental entity but which is not then reflected on the tax rolls, or (ii) transfer of ownership or any other interest in real property which has been recorded but which is not then reflected on the tax rolls. For purposes of the foregoing, the term “increases in the assessed valuation” means the amount by which the assessed valuation of taxable property in the Fort Ord Project is estimated to increase above the assessed valuation of taxable property in the Fort Ord Project (as evidenced in the written records of the County) as of the date on which such calculation is made.

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As of the date of issuance of the Bonds, all of the foregoing requirements for the issuance of Parity Debt will be satisfied with respect to the Bonds, and the Successor Agency will deliver the Written Certificate described in paragraph (g) above to the Trustee with respect to the Bonds.

As mentioned under the headings “INTRODUCTION —The Former Agency Obligation,” “INTRODUCTION —Additional Parity Debt,” and “FINANCING PLAN— The Housing Note” the Successor Agency is obligated by the Financing Plan to incur additional Parity Debt from time to time during the Payment Obligation Period, subject to the provisions of the Financing Plan. The Financing Plan requires that the term of any additional Parity Debt be not less than twenty years, and the Developer has agreed that the Available LMIHF Funds , less the deductions and plus the additional funds referred to in clauses (A), (B), (C), (D) and (E) of subsection (d)(ii) of the second preceding par agraph, all as projected by the Successor Agency’s fiscal consultant , be not less than 115% of the maximum annual debt service on the Bonds, the 2020B Bonds, the 2018B Bonds, any outstanding Parity Debt and the proposed Parity Debt. The net proceeds of any additional Parity Debt will be used to make a lump sum payment of principal owing on the Housing Note. The Successor Agency cannot predict when and in what amounts additional Parity Debt will be issued, as it will depend primarily upon the continued development of the Dunes and Sea Haven communities.

Series A Bonds

The Indenture provides for the issuance of the Series A Bonds. The Series A Bonds are separately secured under the Indenture and are payable from Pledged Non-Housing Funds that are not pledged to the payment of the Bonds. While the Available Non-Housing Tax Increment Funds pledged to the payment of the Series A Bonds are derived from the Tax Revenues, they are not available for the payment of debt service on the Bonds. The Available LMIHF Funds are not available for payment on the Series A Bonds. See “FINANCING PLAN— Related Obligation.”

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 (e.g., 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 Funds.

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

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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 lie n 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 int erests 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 declarat ion 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 the 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 equ al installments of taxes levied upon secured property become delinquent on the following December 10 and April 10. Taxes on unsecured property are due January 1 and become delinquent August 31.

Supplemental Assessments. California Revenue and Taxation Cod e section 75.70 provides for the reassessment and taxation of property as of the occurrence of a change of ownership or completion of new construction. Such reassessment is referred to as the Supplemental Assessment and is determined by applying the current year’ s tax rate to the amount of the increase or decrease in a property ’s value and prorating the resulting property taxes to reflect the portion of the tax year remaining as determined by the date of the change in ownership or completion of new construc tion. Supplemental Assessments become a lien against real property. 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. Since fiscal year 1984 -85, revenues derived from Supplemental Assessments have been allocated to redevelopment agencies and taxing entities in the same manner as the general property tax. The receipt of Supplemental Assessment revenues by taxing entities typically follows the change of ownership by a year or more. This statute provides increased revenue to the Redevelopment Property Tax Trust Fund to the extent that supplemental assessments of new cons truction or changes of ownership occur within the boundaries of redevelopment projects subsequent to the January 1 lien date. If a change in ownership results in a decrease in assessed value, a negative supplemental assessment may occur, requiring a refund of taxes paid to the property owner.

Supplemental Assessments have been included in the Fiscal Consultant ’s presentations of historic Available LMIHF Funds, but have not been included in this projections of future Available LMIHF Funds to pay debt service on the Bonds.

County Property Tax Collection and 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 ch arges. In addition, sections 34182(e) and 34183(a) of the Dissolution Act allow administrative costs of the

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County Auditor-Controller for the costs of administering the provisions of the Dissolution Act.

For purposes of the Fiscal Consultant’ s projections of Available LMIHF Funds available to pay debt service on the Bond s, the Fiscal Consultant has advised that it has not taken any such administrative costs into consideration, as the Available LMIHF Funds are computed as a percentage (twenty percent) of the Redevelopment Property Tax Trust Fund revenues attributable to development in the Dunes and Sea Haven projects.

Levy and Collection of Taxes. The Successor Agency has no independent power to levy and collect property taxes. Any reduction in the tax rate or the implementation of any constitutional or legislative property tax decrease could reduce the Tax Revenues, and accordingly, could have an adverse impact on the ability of the Successor Agency to repay the Bonds. Likewise, delinquencies in the payment of property taxes and the impact of bankruptcy proceedings on the legal ability of taxing agencies to collect property taxes could have an adverse effect on the Successor Agency’s ability to make timely Bond payments. Collection of property taxes in the County is not subject to the “Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds,” as provided for in Section 4701 et seq. of the California Revenue and Taxation Code (known as the “Teeter Plan”) . Accordingly, collections of property taxes will reflect actual delinquencies, if any. Delinquencies and redemption payments are allocated on a Countywide basis in accordance with the AB 8 property tax apportionment factor for each taxing agency and each successor agency RPTTF fund. The allocation is made without regard to the specific location or tax rate area within which delinquencies or redemption payments apply.

See Section 6.4 of the Fiscal Consultant’s Report for a table showing computed tax levies and allocated Redevelopment Property Tax Trust Fund revenues. Substantial delinquencies in the payment of property taxes could impair the timely receipt by the Successor Agency of Available LMIHF Funds , although the current annual Available LMIHF Funds provide debt service coverage on the Bonds. See “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREA —Projected Available LMIHF Funds and Estimated Debt Service Coverage.”

Unitary Property

Assembly Bill ( “AB”) 2890 (Statutes of 1986, Chapter 1457) provides that, commencing with fiscal year 1988 -89, tax revenues derived from unitary property and assessed by the State Board of Equalization are accumulated in a single tax rate area for the County. The tax revenues are then to be allocated to each taxing entity county -wide as follows: (i) each taxing entity will receive the same amount as in the previous year plus an increase for inflation of up to 2%; (ii) if utility tax revenues are insufficient to provide the same amount as in the previous year, each taxing entity’s share would be reduced pro rata county wide; and (iii) any increase in revenue above 2% would be allocated in the same proportion as the taxing entity ’s local secured taxable values are to the local secured taxable values of the County.

AB 454 (Statutes of 1987, Chapter 921) further modified Chapter 1457 regarding the distribution of tax revenues derived from property assessed by the State Board of Equal ization.

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.

Unitary revenues are not included in Available LMIHF Funds because they are not generated by the Dunes and Sea Haven developments, and so are not included in projections in

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the Fiscal Consultant’s Report of Available LMIHF Funds or in Table 8 under the heading “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS —Projected Available LMIHF Funds and Estimated Debt Service Coverage.”

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 destroye d 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 p arents and children. This amendment to Article XIIIA may reduce the rate of growth of local property tax revenues.

Proposition 60 amended Article XIIIA to permit the Legislature to allow persons over the age of 55 who sell their residence and buy or build another of equal or lesser value within two years in the same county, to transfer the old residence assessed value to the new residence.

As a result of the Legislature’s action, the growth of property tax revenues may decline.

Legislation enacted by the Legislature to implement Article XIIIA provides that all taxable property is shown at full assessed value as described above. In conformity with this procedure, all taxable property value included in this Official Statement is shown at 100% of assessed value and all general tax rates reflect the $1 per $100 of taxable value (except as noted).

Tax rates for voter -approved bonded indebtedness and pension liabilities are also applied to 100% of assessed value.

Each year the Board of Equalization announces the applicable adjustment factor. Since the adoption of Proposition 13, inflation has, in most years, exceeded 2% and the announced

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factor has reflected the 2% cap. The changes in the California Consumer Price Index from October of one year and October of the next year are used to determine the adjustment factor for the January assessment date. Through fiscal year 2010 -11 there were six occasions when the inflation factor was less than 2%. Until fiscal year 2010-11 the annual adjustment never resulted in a reduction to the assessed values of individual parcels; however, the factor that was applied to real property assessed values for the January 1, 2010 assessment date was -0.237% and this resulted in reductions to the assessed value of parcels. The table below reflects the inflation adjustment factors for the current fiscal year and 10 prior fiscal years.

Historical Inflation Adjustment Factors
Fiscal Year Inflation Adj. Factor
2010-11 -0.237%
2011-12 0.753
2012-13 2.000
2013-14 2.000
2014-15 0.454
2015-16 1.998
2016-17 1.525
2017-18 2.000
2018-19 2.000
2019-20 2.000
2020-21 2.000
2021-22 1.036
2022-23 2.000

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 Redevelo pment Law provides that the allocation of taxes to a redevelopment agency for the purpose of paying principal of, or interest on, loans, advances, or indebtedness shall not be deemed the receipt by a redevelopment agency of proceeds of taxes levied by or on behalf of a redevelopment 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.

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 wit hin a redevelopment project for the purpose of paying debt service on certain bonded indebtedness issued by a taxing entity (not the Former 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.

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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 fiscal year must be submitted between July 2 and November 30 . Following a review of each application by the staff of the County Assessor ’s Office, the staff makes a recommendation to the Appeals Board on each application which has not been rejected for incompleteness or untimeliness or withdrawn. The Appeals Board holds a hearing and either reduces the assessment or conf irms 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 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 Tax Revenues are derived attributable to such properties will be reduced in the the n current year. In practice, such a reduced assessment may remain in effect beyond the year in which it is granted.

See “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS—Assessment Appeals ” for information regarding historical and pending appeals of assessed valuations by property owners in the Merged Project Areas. Also, see Section 5.0 in APPENDIX G—FISCAL CONSULTANT’S REPORT.

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. Pro position 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.

Available LMIHF Funds securing the payment of the Bonds are derived from property taxes that are outside the scope of taxes, assessments and property -related fees and charges which are limited by Proposition 218 and Proposition 26.

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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.

THE SUCCESSOR AGENCY TO THE MARINA REDEVELOPMENT AGENCY

As described under the heading “INTRODUCTION—The City, the Former Agency and the Successor Agency,” the Dissolution Act dissolved the Former Agency as of February 1, 2012.

Thereafter, pursuant to section 34 173 of the Dissolution Act, the City becam e the Successor Agency to the Former 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 t he liabilities of the Former Agency will not be transferred to the City nor will the assets of the Former Agency become assets of the City.

Successor Agency Powers

All powers of the Successor Agency are vested in its five members who are the elected members of the City Council. Pursuant to the Dissolution Act, the Successor Agency succeeds to the organizational status of the Former 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 Former Agency, pursuant to the procedures and provisions of the Dissolution Act. Under the Dissolution Act, substantially all Successor Agenc y actions are subject to approval by the Oversight Board, as well as review by the DOF.

Status of Compliance with Dissolution Act

The Dissolution Act required that a due diligence review be conducted to determine the unobligated balances of each success or agency that are available for transfer to taxing entities.

The due diligence review involve d separate reviews of each successor agency ’s low and moderate income housing fund and of all other funds and accounts. Once a successor agency completes the due diligence review and any transfers to taxing entities, the DOF would issue a finding of completion that expands the authority of each successor agency in carrying out the wind down process. A finding of completion allows a sponsoring community to, among ot her things, retain real property assets of the dissolved redevelopment agency and utilize proceeds derived from bonds issued prior to January 1, 2011. The Successor Agency has completed the due diligence process and received its Finding of Completion on November 12, 2014.

Pursuant to the due diligence reviews, the DOF determined that the Successor Agency was not required to remit any unobligated balance to the County Auditor-Controller.

After receiving a finding of completion, each successor agency is required to submit a Long Range Property Management Plan (a “LRPMP”) detailing what it intends to do with its inventory of properties. The Successor Agency initially thought that it had no properties to dispose of, but recently discovered that the Former Agency owned certain parcels, some of which have little or no value, that it will need to divest. While the time in which to file a LRPMP has passed, the S uccessor Agency continues to work with the DOF and the Oversight Board in connection with its disposition of such parcels.

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Plan Limits

In accordance with the Redevelopment Law, redevelopment plans like the Redevelopment Plans for each of the three component project areas of the Merged Project Areas were required to include certain limits on the financing of the redevelopment projects. These limits could include a time limit on the repayment of indebtedness , a cumulative revenue limit applicable to tax increment revenues allocable to the Successor Agency and a limit on the amount of bonded indebtedness that can be outstanding. While SB 107 clarified that former tax increment limits set forth in certain redevelopment plans no longer apply for purposes of paying approved enforceable obligations such as the Bonds , the legislation did not eliminate redevelopment plan limits applicable to former military base redevelopment project areas which include the Airport Project and Fort Ord Project, and due to the fiscal merger of the three project areas, there are now certain limits applicable to the Merged Project Areas. Consequently, under current law the plan limitations summarized in Table 1 below apply to the Bonds , the 2018B Bonds, the 2020B Bonds and any additional Parity Debt, and to the Tax Revenues from which the Available LMIHF Funds are derived.

The following is a summary of redevelopment plan limits that remain in place:

TABLE 1
Merged Project Areas
Plan Limitations

Marina Project Airport Project Fort Ord Project
Size in Acres 168 1,391 1,805
Adoption Date 8/5/1986 9/17/1997 11/2/1999
Time Limit to Repay Debt Eliminated by SB 107 6/30/2045 6/30/2048 Cumulative Revenue Limit $4,000,000,000
Bonded Indebtedness Limit $655,000,000

Source: Fiscal Consultant.

As illustrated by the foregoing table, the Merged Project Areas include a $4 billion cumulative dollar limit on the receipt of former tax increment revenue. This dollar limit is based on total RPTTF revenue, including amounts distributed to other taxing agencies and the County for its administrative costs in accordance with the Dissolution Statutes. The redevelopment plan for the Fort Ord Project includes a time limit on the receipt of former tax increment revenues of June 30, 2048.

The redevelopment plans for the Merged Project Areas also contain a limit on the maximum amount of bonded indebtedness that may be outstanding at any one time of $655,000,000. Currently only $ 21,145,000 of bonded indebtedness is outstanding. With the issuance of the Bonds, the Successor Agency expects to continue to be well within this limit.

The Fiscal Consultant has advised that, based on tax increment receipt records of the Successor Agency and information provided by the County Auditor -Controller, approximately $92.3 million of former tax increment revenue has been received through fiscal year 2021-22 toward the $ 4 billion cumulative revenue limit for the Merged Project Areas. Based upon the two percent annual growth assumptions incorporated into the Fi scal Consultant’s revenue projections, $422 million or approximately 11% of the $4 billion limit is projected to be collected through the 2042 final maturity of the Bonds. For the $4 billion tax increment revenue limit to be reached prior to the final debt service payment in 2042, it is estimated that Redevelopment Property Tax Trust Fund revenues for the Merged Project Areas would need to grow at a

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compound annual growth rate more than approximately 24% per year. This is more than double the compound annua l growth rate over the 2012- 13 to 2022 -23 period of 11.9%. See Section 2.2 in APPENDIX G—FISCAL CONSULTANT’S REPORT.

THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS

The Bonds are payable from, and are secured by a pledge of the Available LMIHF Funds arising from the Dunes and Sea Haven developments located within the Fort Ord Project. See “SECURITY FOR THE BONDS —Pledge Under the Indenture.” The Available LMIHF Funds represent a portion of, and are payable from, the Tax Revenues derived from the Merged Project Areas. See “SECURITY FOR THE BONDS—Available LMIHF Funds.

The following page includes a map depicting the three Merged Project Areas, including the Fort Ord Project , and the location of the Dunes development and the Sea Have n development within the Fort Ord Project. The following pages include information relative only to the portion of the Fort Ord Project in which the Dunes and Sea Haven developments are located.

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Land Use

The aggregate designated land use in the Dunes and Sea Haven developments portions of the Fort Ord Project for fiscal year 2022-23 is set forth in the following table.

TABLE 2
Taxable Value by Land Use Combined
Combined Dunes and Sea Haven Developments
Fiscal Year 2022-23
[Area Applicable to Available LMIHF Funds]

No. of Parcels* Taxable Value % of Total
Residential 1,161 $776,309,151 77.8%
Commercial 43 125,506,440 12.6
Institutional / Medical 3 75,633,440 12.6
Roads / Non-Taxable 78 - 0.0
Unsecured 59 20,518,929 2.1
Total 1,344 $997,968,241 100.0%

Source: Fiscal Consultant
* Includes 1,285 secured parcels and 59 unsecured assessment numbers. Each unsecured assessment corresponds to a separate unsecured property owner; for example, individual tenants within a retail building will each have separate unsecured assessments. Unsecured assessments are primarily busines s personal property of tenants within the commercial component.,

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Historical Assessed Values

Table 3 below summarizes year-to-year changes in the assessed values for the Dunes and Sea Haven developments portions of the Fort Ord Project for the past ten years based upon the County Auditor-Controller’s annual assessed value reports.

TABLE 3
Assessed Value History
Combined Dunes and Sea Haven Developments
Fiscal Years 2013-14 to 2022-23
[Area Applicable to Available LMIHF Funds]

Annualized
% Change
2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 13-14 to 22-23 Secured $163,641,065 $180,062,330 $166,403,638 $222,476,061 $312,383,006 $457,984,090 $586,552,294 $694,113,804 $829,101,147 $977,449,312 22.0% Unsecured 8,345,550 7,700,144 7,817,890 9,167,090 10,015,818 11,605,016 14,511,427 16,359,587 19,770,665 20,518,929 10.5 Total $171,986,615 $187,762,474 $174,221,528 $231,643,151 $322,398,824 $469,589,106 $601,063,721 $710,473,391 $848,871,812 $997,968,241 21.6% %change N/A 9.2% -7.2%(1) 33.0% 39.2% 45.7% 28.0% 18.2% 19.5% 17.6%

Source: Fiscal Consultant, based on information obtained from the County Auditor-Controller. (1) The decrease in assessed values in fiscal year 2015-16 was primarily due to a newly developed 108 unit affordable multifamily development that was initially included as part of taxable assessed value but was subsequently removed from the taxable roll in 2015 due to eligibility for a property tax exemption.

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Largest Taxpayers

The ten largest taxpayers for the Dunes and Sea Haven developments portions of the Fort Ord Project according to the 2022- 23 assessed valuations are shown below.

TABLE 4
Top 10 Taxpayers for Combined Dunes and Sea Haven Developments Fiscal Year 2022-23

Number of Assessed Value % of Total and
Property Owner Principal Land Use Parcels (1) FY 2022-23 Incremental Value (2) 1 Wathen Castanos Homes Land and new homes under development 243 $103,867,307 10.4% 2 Shea Homes (Developer)(3) Land and new homes under development 256 58,087,523 5.8 3 Hamstra-Appleton LLC VA medical center 1 54,431,255 5.5 4 Pacific Coast Highway Property LLC Shopping center 13 38,021,108 3.8 5 Target Corporation Target store 2 28,743,900 2.9
6 Community Hospital Properties Inc.(4) Outpatient care and fitness center 6 24,568,058 2.5 7 Monterey Peninsula Hotels Group LP Hotel (Marriot Springhill Suites) 1 20,026,452 2.0 8 Kohls Department Stores Inc. Kohls store 1 9,281,905 0.9 9 Net Lease Realty Movie theater 1 8,742,917 0.9
10 SKN Properties Retail 4 7,027,604 0.7
TOTAL 528 $352,798,029 35.4%

Source: Fiscal Consultant.
(1) Number of secured parcels and / or unsecured assessments. (2) Based upon FY 2022-23 assessed value and incremental assessed value of $997,968,241 (base year AV is zero). (3) Includes Shea Homes Limited Partnership, Marina Community Partners, and Marina Community Partners LLC. (4) Includes Community Hospital Properties Inc. and Community Hospital of the Monterey Peninsula.

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The following provides a brief description of each of the top ten taxpayers for the Dunes and the Sea Haven developments:

1. Wathen Castanos Homes is the developer of the Sea Haven Development. Assessed value of the Wathen Castanos Homes consists of residential lots and new homes under development.

2. Shea is the Developer for the Dunes Development. Assessed value for Shea includes the affiliated entities Shea Homes Limited Partnership and Marina Community Partners LLC. The Developer- owned parcels consist of residential lots and new homes under development and vacant land planned for future development.

3. Hamstra-Appleton LLC is the private entity that constructed and owns the fee interest in the 146,000- square foot Maj. Gen. Gourley VA - DoD Outpatient Clinic (“VA Medical Center”) which is under a long -term lease to the Veterans Administration (VA). The facility opened in August 2017. It is possible that the property could become exempt from property taxes at some point in the future if, for example, the VA were to purchase the fee interest in the property; however, KMA is not aware of any information to suggest such a purchase is being contemplated. The Hamstra -Appleton LLC property has been included as taxable property on the assessment roll since FY 2014 -15, initially as taxable land value, with taxable assessed value of building improvements added subsequently with the construction of the VA Medical Center.

4. Pacific Coast Highway Property LLC is the owner of a 234,000 square foot portion of the shopping center within the Dunes Development encompassing Best Buy, Old Navy, Bed Bath & Beyond, Michaels, Party City and REI. Kohl’s and Target are a part of the same shopping center but the stores are under separate ownership.

5. Target Corporation has a retail location in the Dunes Development.

6. Community Hospital Properties Inc. is an outpatient care center and fitness facilit y. The facility opened in 2011.

7. Monterey Peninsula Hotels Group LP is the owner of a 106 -room Marriot Springhill Suites hotel.

8. Kohls Department Stores, Inc. has a retail location in the Dunes Development.

9. Net Lease Realty, Inc. is the owner of a 5-screen cinema.

10. SKN Properties is the owner of approximately 40,000 square feet of retail space within the Dunes Development.

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Historic and Estimated Available LMIHF Funds

Table 5 below reflects the historical assessed values and incremental values for the Dunes and Sea Haven developments portions of the Fort Ord Project, and allocated Available LMIHF Funds for the most recent five fiscal years and estimated for the current and next fiscal year.

TABLE 5
Historic and Estimated Available LMIHF Funds for the Successor Agency Fiscal Years 2017-18 to 2023-24(1)

Actual Actual Actual Actual Actual Estimate Projection
2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24

Assessed Value - Dunes & Sea Haven $322,398,824 $469,589,106 $601,063,721 $710,473,391 $848,871,812 $997,968,241 $1,072,907,861 (note: base year AV is zero)

Computed Levy @1% 3,223,988 4,695,891 6,010,637 7,104,734 8,488,718 9,979,682 10,729,079

Gross Property Taxes Allocated
Secured / Unsecured Taxes (1) 3,208,096 4,654,385 5,856,706 7,077,292 8,423,223 9,979,682 10,729,079 Supplemental Revenues Allocated 672,603 773,507 1,245,891 532,475 1,200,054 not included not included Gross Collections $3,880,699 $5,427,892 $7,102,597 $7,609,767 $9,623,277 $9,979,682 $10,729,079 Gross Collections as % of Computed Levy 120.37% 115.59% 118.17% 107.11% 113.37% 100.00% 100.00%

Former Housing Set-Aside @20% $776,140 $1,085,578 $1,420,519 $1,521,953 $1,924,655 $1,995,936 $2,145,816

Less: 10% Retained per Dunes Agmt (77,614) (108,558) (142,052) (152,195) (192,466) (199,594) (214,582)

Available LMIHF Funds $698,526 $977,020 $1,278,468 $1,369,758 $1,732,190 $1,796,343 $1,931,234 Available for Debt Service

Source: Fiscal Consultant and County Auditor-Controller. (1) Includes regular current year secured and unsecured taxes as well as prior year redemptions.

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Assessment Appeals

Property values determined by the County Assessor may be subject to an appeal by a property owner. Assessment appeals are file d annually with the County Assessment Appeals Board for a hearing and resolution. A property owner can file for a regular assessment appeal of the current fiscal year assessed valuation between July 2 and November 30. Most appeals heard by an Assessment Ap peals Board are scheduled within twelve to eighteen months. Revenue and Taxation Code §1604, however, allows up to two years for an assessment appeal to be decided unless this time limit is waived by the applicant. If the appeal is not decided within the two-year statutory time frame and the time limit is not waived, the assessor is required to use the applicant’s opinion of value.

The majority of appeal filings applicable to the Dunes and Sea Haven developments are Proposition 8 appeals which relate to te mporary declines in the market value of a property.

Assessed value reductions as a result of Proposition 8 appeals are subject to annual review by the County Assessor and potential restoration over time based on future increases in market value of the subj ect property . “Base year” appeals contest changes in assessed value arising from re -assessable events such as transfer of ownership or new construction. Assessed value reductions as a result of “Base Year” appeals affect the maximum assessed value on an on-going basis.

The resolution of an appeal may result in a reduction to the County Assessor's taxable value and a tax refund to the property owner. The Fiscal Consultant reports that the County allocates tax refunds resulting from assessment appeals on a p roportionate basis to all taxing agencies and Redevelopment Property Tax Trust Fund funds Countywide without regard to the area within which the parcel associated with the successful appeal filing is located. Thus, the impact of tax refunds associated with appeals is shared by all taxing agencies and Redevelopment Property Tax Trust Fund funds within the County, which lessens the potential impact that any individual appeal has on Merged Project Area Redevelopment Property Tax Trust Fund revenues for the Successor Agency. Inclusive of the impact of a proportionate share of County- wide assessment appeal refunds allocated to the Successor Agency, the overall collections rate for secured and unsecured taxes by the Successor Agency has averaged 99.0% over the pas t five years (see Table 5.4 in APPENDIX G—FISCAL CONSULTANT’S REPORT ).

Additionally, the collections rate specific to Available LMIHF Funds has averaged approximately 113.96% after consideration of supplemental taxes in addition to regular secured and unsecured taxes (see Table 6.4 in APPENDIX G—FISCAL CONSULTANT’S REPORT). The primary risk from appeals within the Dunes and Sea Haven developments is the potential future reduction in assessed value and thereby in future Available LMIHF Funds.

Historic Appeals Filing Outcomes: 2016-17 to 2022 -23. Table 6 below summarizes assessment appeal filing outcomes within the Dunes development during the years 2016- 17 to 2022-23 including Secured and Unsecured Roll appeals as determined based on research by the Fiscal Consultant. The Fiscal Consultant has advised that two assessment appeals for the Sea Haven development were identified during the period it reviewed.

Historic Appeals Filing Outcomes: 2016- 17 to 2022- 23. Table 6 below summarizes assessment appeal filing outcomes within the Dunes and Sea Haven developments during the years 2016-17 to 2021-22 including Secured and Unsecured Roll appeals as determined based on research by the Fiscal Consultant. Appeals data for 2022-23 includes Developer appeals only as appeals data for other property owners was not yet available. As shown below, 83% of resolved appeal filings were reduced or stipulated, while 17% were subsequently denied or withdrawn.

All but seven of the total appeals were filed by the Developer. Resolved appeals during fiscal year 2016-17 to 2022-23 period had an aggregate contested value of $149.7 million and resulted

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in an assessed value reduction of $45.5 million, which represents an average net reducti on of

23.3%.

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TABLE 6
Historical Assessment Appeal Summary
Fiscal Years 2016-17 through 2022-23

Historic Assessment Appeal Resolutions:

Dunes and Sea Haven Developments (1)

Resolved Appeal Outcomes Assessed Valuation: Resolved Appeals ($Millions)(2) Applicant Final Reduction
Appeal Resolutions Total No. Open Resolved Denied or Stipulated or Contested Opinion of Resolved From Percent 2016-17 to 2022-23 of Filings Filings Filings Withdrawn Reduced Value Value Value Assessor Value Reduction FY 2016-17 11 0 11 1 10 $19.3 $9.0 $12.3 $7.0 36.4% FY 2017-18 25 0 25 6 19 $81.9 $48.7 $66.0 $15.9 19.4% FY 2018-19 26 2 24 4 20 $82.9 $40.0 $66.3 $16.7 20.1% FY 2019-20 6 0 6 0 6 $11.0 $2.8 $5.2 $5.9 53.3% FY 2020-21 0 0 0 0 0 n/a n/a n/a n/a n/a
FY 2021-22 8 8 0 0 0 n/a n/a n/a n/a n/a
FY 2022-23 6 6 0 0 0 n/a n/a n/a n/a n/a
Total 82 16 66 11 55 $195.1 $100.5 $149.7 $45.5 23.3% % of Total 100% 17% 83%

Source: Monterey County Assessment Appeals Database, as reported by the Fiscal Consultant. Appeal data for FY 2022-23 is based on Developer appeals only as information on other appeals was not yet available.
(1) All but two appeal filings are for the Dunes Development. (2) There were no appeals in fiscal year 2020-21 and appeals for fiscal year 2021-22 and fiscal year 2022-23 have not yet been resolved.

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Summary of Pending Appeals . The Fiscal Consultant has advised that there are fifteen open appeals for the Dunes development and one open appeal for the Sea Haven development.

TABLE 7A
Summary of Pending Appeals

No. of
Open
Appeals
Contested
Value
Represented
($Millions)
Applicant
Opinion of
Value
($Millions)
Applicant
Requested Net
Reduction in
Value
($Millions)
16 $57.0 $15.4 $41.6

Source: Fiscal Consultant.

Fourteen of the sixteen pending appeals were filed by the Developer.

Estimated Assessed Value Impact from Appeals. The Indenture prescribes the manner in which the impact of assessment appeals is to be estimated for purposes of determining Pledged Non-Housing Funds available to support issuance of Parity Debt, as described in clause (d)(i) of the first paragraph under the heading “SECURITY FOR THE BONDS —Parity Debt.” The Fiscal Consultant’s assessed value reduction from assessment appeals has been estimated in a manner consistent with the applicable Parity Debt methodology and reflects the following: (a) for property that is owned by the Developer or a related entity of the Developer, the estimated assessed value reduction from assessment appeals was based upon the applicant’s opinion of assessed value; and (b) for property not owned by the Developer or a relate d entity of the Developer, the estimated assessed value reductions from assessment appeals was based upon the 23.3% average percentage reduction in assessed value applicable to resolved appeals for the preceding five fiscal years ., or to the applicant opin ion of value if a lesser reduction Is requested.

The Fiscal Consultant has estimated pending appeals will result in an assessed value reduction of approximately $ 34.4 million based on the methodology prescribed by the Indenture related to Parity Debt as d escribed in the preceding paragraph, which represents an average percentage reduction of 71.2 %. The estimated reduction in assessed values reflects the 13 unique pending appeals, not including three repeat appeal filings for the same parcel over multiple years. See Table 7B below for additional detail.

TABLE 7B
Estimated Reduction in Assessed Value from Pending Appeals

Unique
Pending
Appeals(1)
Contested
Value
Represented
($Millions)
Applicant
Opinion of
Value
($Millions)
Est. of
Resolved
Value
($Millions)
Est. of Net
Reduction
in
Assessed
Value
($Millions)
%Reduction
from
Contested
Value
Developer Appeals
Developer Property(1) 11 $46.8 $12.7 $12.7 ($34.1) 72.8% Other Appeals (1) 2 1.5 0.7 1.2 (0.3) 20.0
Total Appeals 13 $48.3 $13.4 $13.9 ($34.4) 71.2%

Source: Fiscal Consultant.
(1) Excludes three appeal filings that represent repeat filings for the same parcel over multiple years. Appeals data for fiscal year 2022-23 is based on Developer appeals only because information on other appeals is not yet available.

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The $ 34.4 million estimated reduction in assessed value from pending appeals is reflected in the projected fiscal year 2023-24 assessed values and results in a $187,000 reduction in the projected Pledged Non-Housing Funds.

See Table A-4.2 in APPENDIX G—FISCAL CONSULTANT’S REPORT for the identity of the entities for which the appeals are pending , all but two of which involve appeals filed by the Developer or a related entity . Although Prop 8 reductions granted as a result of successful assessment appeal filings may be restored over time as market valuations increase, for purposes of the revenue projection in the tables in the Fiscal Consultant’s Report and in Table 8 under the heading “ —Projected Available LMIHF Funds and Estimated Debt Service Coverage,” the estimated reductions are assumed to be permanent.

Actual resolution of appeals is determined by many factors including vacancy and rental rates, circumstances of hardship and real estate comparables, all of which are unique to the individual assessment. Therefore, actual reductions, if any, may be higher or lower than the reductions incorporated in the projection . An appeal may be withdrawn by the applicant, the County Appeals Board may deny or modify the appeal at hearing or by stipulation, or the final value may be adjusted to an amount other than the stated opinion of value.

New Development

Construction progress on the Dunes and Sea Haven developments continued following the January 1, 2022 lien date for the FY 2022 -23 assessment roll. For purposes of projected assessed values for FY 2023 -24, assessed values added from construction of new homes for which a fi nal certificate of occupancy has been issued or for which a sale has been recorded during calendar year 2022 (through August) is included, as follows:

New Homes in the Dunes Development - From January through August 2022 a total of 78 new homes within the Dunes Development were granted a final certificate of occupancy, or sale to a homebuyer was recorded, or both. The revenue projections include $55.3 million in assessed value to be added to the FY 2023-24 assessment role as a result of these new homes.

New Homes in the Sea Haven Development - From January through August 2022 a total of 73 new homes within the Sea Haven Development were granted a final certificate of occupancy, or sale to a homebuyer was recorded, or both. The revenue projections include $54 million in assessed value to be added to the FY 2023-24 assessment role as a result of these new homes.

Future buildout of the Dunes Development is anticipated to include up to an additional:

723 residential units, of which building permits have been issued for construction of 100 market rate single family and duplex units and 142 affordable apartments; 394 hotel rooms, of which building permits have been issued for construction of 94 rooms;
396,000 square feet of office, research and development, or light industrial uses; and 62,000 square feet of retail.

Future buildout of the Sea Haven Development is anticipated to include up to an additional 601 homes, of which building permits have been issued for construction of 41 new homes.

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Projected Available LMIHF Funds and Estimated Debt Service Coverage

Table 8 below shows expected Available LMIHF Funds assuming no growth in assessed values, except as noted in footnote 2 in Table 8 below , and includes projected debt service on the Bonds. The projecti on incorporates the valuation assumptions made in the Fiscal Consultant’s Report. The projection of assessed value include assessed value to be added to the fiscal year 2023-24 assessment rolls as a result of construction of new homes and transfers of ownership since the January 1, 2022 lien date for the fiscal year 2022-23 assessment roll (see “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS —New Development”). The projection includes an adjustment for pending appeals as described under the hea ding “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS—Assessment Appeals – Estimated Assessed Value Impact from Appeals.

TABLE 8
Projection of Available LMIHF Funds
and Debt Service Coverage
Assumes No Growth on Assessed Value After 2023-24
(dollars in thousands)

Fiscal
Year
Former
Housing
Dunes &
Sea Haven
Less: All
Deductions
(3)
Available
LMIHF
Funds
2018B
Bonds Debt
Service

2020B Bonds
Debt Service Bond Debt
Service(4)
Total Debt
Service(4)
Debt Service
Coverage(4)
2022-23(1) 1,996 (200) 1,796 514 332
2023-24(2) 2,146 (215) 1,931 517 327
2024-25 2,146 (215) 1,931 515 331
2025-26 2,146 (215) 1,931 517 330
2026-27 2,146 (215) 1,931 513 328
2027-28 2,146 (215) 1,931 514 332
2028-29 2,146 (215) 1,931 514 330
2029-30 2,146 (215) 1,931 513 332
2030-31 2,146 (215) 1,931 517 325
2031-32 2,146 (215) 1,931 514 332
2032-33 2,146 (215) 1,931 516 329
2033-34 2,146 (215) 1,931 517 326
2034-35 2,146 (215) 1,931 516 327
2035-36 2,146 (215) 1,931 515 328
2036-37 2,146 (215) 1,931 513 328
2037-38 2,146 (215) 1,931 515 329
2038-39 2,146 (215) 1,931 0 844
2039-40 2,146 (215) 1,931 0 842
2020-41 2,146 (215) 1,931 0 0
2041-42 2,146 (215) 1,931 0 0
2042-43 2,146 (215) 1,931 0 0
2043-44 2,146 (215) 1,931 0 0
2044-45 2,146 (215) 1,931 0 0
2045-46 2,146 (215) 1,931 0 0
2046-47 2,146 (215) 1,931 0 0
2047-48 2,146 (215) 1,931 0 0

(1) Based on Assessor reported FY 2022-23 assessed values. (2) Projection based on the estimated assessed values summarized in Table 20. Two percent growth projection also includes the maximum inflationary increase to existing assessed values under Proposition 13. (3) Reflects deduction for 10% to be retained per the Dunes Agreement (4) Preliminary, subject to change

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THE DEVELOPMENTS

The Dunes Development

Information in this section entitled “THE DEVELOPMENT S—The Dunes Development,” and in the next Section entitled “THE DEVELOPMENTS —The Dunes Developer” has been obtained from the Developer, and neither the Successor Agency nor the Underwriter can ensure, and do not ensure, its completeness or accuracy.

Overview. The Dunes is a 290 a cre (358 gross acres inclusive of land dedicated to backbone infrastructure) master planned community, within a larger 420 -acre Specific Plan area, known as University Villages, located in the former Fort Ord Army Base within the City.

The Dunes forms the Southern portion of the City, and is bounded by Highway 1 on the west, California State University Monterey Bay (CSUMB) to the South, and links to the rest of the City to the North and East. The Dunes is planned to provide 1,237 residences (927 market rate for sale single family homes, 248 affordable apartments, and 62 work- force homes); 1,510,000 square feet of office, retail, and multi -uses (including 84 mixed use townhomes); 500 hotel rooms; 81-acres of public facilities and backbone roadways; and 46 -acres of parks/open space and transit esplanade/multi- purpose corridor. See “THE DUNES DEVELOPMENT — Development Program/Phasing” for a map showing the elements of the Dunes development.

The Dunes development is part of a larger Economic Development Conveyance (EDC) by the US Army/Department of Defense under the Base Realignment and Closure Act (BRAC) for the closure of the former Fort Ord. The property is intended for public -private partnership reuse and redevelopment under the jurisdiction of the Former Agenc y. The goal of the development is to eliminate blight, foster economic regeneration both locally and in the region, and generate new employment opportunities. Upon full buildout the project is anticipated to provide nearly 800 new construction jobs and 4,7 00 new permanent jobs. All initial site work, infrastructure and vertical construction is to be performed with prevailing wage labor.

Almost half of the blighted former military structures on the site have been removed. To date over 400,000 square feet of retail, restaurant and service uses, a 106 unit hotel, 500 single family homes, 108 affordable apartments, 203,000 square feet of medical office and clinic uses, and a 5 screen theater have been completed. The Dunes project is also the recipient of a high ly competitive state program, being designated as a Sustainable Communities grant award winner in 2010.

Multiple Use/Urban Design. The Dunes is planned as a livable community that integrates housing, recreation, retail, and job opportunities in the overa ll community plan where regional shopping, casual shopping and dining, hospitality, employment, residential, and recreational uses converge. The Dunes includes pedestrian and bicycle friendly streets, open space connections, transit corridors, and vistas t o important community monuments, such as civic uses. These urban design features link the different neighborhoods into a cohesive community; yet allow them to have variety in their makeup.

Village Center. The Village Center is an area generally south of Imjin Parkway, north of 8th Street, and The Village Center is an area generally south of Imjin Parkway, north of 8th Street, and between 2nd Ave and Highway 1 that contains both regional and local serving re tail services as well as office, medical, hotel and attached -residential land uses. The Village Square is a plaza and park space at the terminus of 10th Street in front of the Cinemark movie theater within the Village Center. Future restaurants and retail shops will surround the Village Square creating a focal point in the community where people from nearby retail and office uses as well as the surrounding neighborhoods can come together.

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A major feature related to the Village Center site is the Imjin Parkway to Highway 1 interchange. The access and visibility provided by this roadway enhances the Village Center’s major regional serving and community retail components. This combination of regional retail, visitor serving, office/research and residential land uses will provide a mix of different land use types in a planned and integrated manner. A portion of the Village Center is designated as multi-use. This designation allows for greater flexibility and blending of land uses. A significant portion of this V illage Center has been completed, with the Village Promenade and office portion of Phase 1 of the project remaining. The Village Promenade is under construction.

The beach boardwalk links the Village Center out to the Fort Ord Dunes State Beach, utilizing the 8th Street overpass. This ‘boardwalk” is envisioned to be highlighted with special landscaping, paving treatment, street furniture and lighting, all as a potential venue for public art and as a gathering space. Currently, the roadway to the State beach is open, and parking and trail improvements have been installed.

At the south east comer of 2nd Avenue and Imjin Parkway is a site that houses the Montage Medical (formerly Community Hospital of the Monterey Peninsula), integrating medical services int o the community. Directly to the south of this site, forming the eastern terminus of the Village Promenade is the site often referred to as Pine Hill. This multi -use site contains a Springhill Suites hotel and a soon to be open Hilton Home2Suites. At the w est end of the Promenade is a Cinemark Theater, providing a key entertainment venue.

Retail Nodes. There are two additional Retail/Service nodes planned within the Dunes.

The first is located at the southwest comer of the southern employment center, along Second Avenue near First Street. This location is intended to provide services to support the employment center, the neighborhood to the north and the CSUMB campus to the south. The second Retail/Service node is planned at the corner of California Avenue and Imjin Parkway in the far northeastern corner of the site. This location will support the surrounding neighborhoods including Sea Haven, Cypress Knolls (currently undeveloped), and the neighborhoods to the north along California Avenue.

Office/Research and Development/Light Industrial . The proposed regional and destination components of the Village Center, along with the new housing create a significant amenity for future employers. Locating these job generating uses as part of the Village Center capit alizes on opportunities for employees to walk to lunchtime and after work amenities. The Office/Research and Development/Light Industrial land uses are located in such a way as to take advantage of both the Village Center, as well as direct linkages to the center of the CSUMB campus. The Office/Research and Development/Light Industrial uses are also located to take advantage of transit use, providing direct connections with TAMC and MST transit stops/stations. The intent of the Office/Research and Developme nt/Light Industrial areas is to attract job opportunities to Marina to help replace those jobs lost with the closing of the Fort Ord military base.

Arts District. The proposed Arts District is envisioned as an opportunity within Marina to create a place w here the arts, civic and educational activities and access to the beach can come together. This district, along with the Beach Boardwalk, Village Square and Village Promenade, is intended to enhance amenities within the Dunes.

Residential. The residential component offers a range of housing types, including both attached and detached single family houses, rental apartments, and condominiums and townhomes. This diversity in housing will in turn offer new homes with a wide range of housing choices and at varying price levels. The various home types are woven together within

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the neighborhood fabric, rather than individual separated housing tracts of specific lot configuration. The development pattern creates an urban, gridded community where pedestrians and bicyclists are comfortable utilizing easy access to all components of the community.

Parks, Open Space, Pedestrian and Bicycle Connections. The park and open space system for the Dunes is an integrated system with a wide variety of public access options . Recreational components within the community include two City of Marina Public Benefit Conveyance (PBC) parcels, linear parks, and a mix of small parks within neighborhoods. Access to the Fort Ord Dunes State Park is via the 8th Street overpass.

The two large City parcels are centrally located to the Dunes as well as future CSUMB faculty and staff housing directly across 2nd Avenue. The PBC parcels were transferred from the Army with a deed restriction for recreation activity. Park planning is cu rrently underway with anticipated development of the larger park coming with Phase 2 of the project.

Linking the community, a north/south Linear Park is proposed to begin at the Village Square and extends to the southern Office/Research and Development/Li ght Industrial area.

Perpendicular to this runs another proposed linear park that links the Arts District through the community to CSUMB. A twelve foot wide multi-purpose trail will be included in both of these linear parks that link with the community to the regional bicycle/pedestrian network.

Within the residential areas a series of smaller neighborhood parks are planned amenities to provide both urban relief and play areas.

Bicycle, multi -purpose trails, sidewalk and paseo connections within the comm unity link the neighborhoods together and connect to the surrounding area. They form a network of off street multi -purpose trails and on -street bicycle lanes for access to the major community components.

Entitlements. The Dunes project was entitled by the City and the Former Agency in 2005 after an extensive public participation process, spanning nearly two years and 45 public meetings. The project was ultimately approved unanimously by the City’s Design Review Board, the City’s Planning Commission and the City Council, and by the Fort Ord Reuse Authority Board. Entitlements for the project approved in 2005, include the following:

• General Plan Amendment
• University Village Specific Plan
• EIR/FEIR
• Tentative Maps – Phases 1-3
• Site Plan and Architectural Review – Phase 1
• Consistency Determination (by FORA)
• Disposition and Development Agreement (DDA)
• Development Agreement (DA)
• Memorandum of Agreement for Deconstruction/Demolition

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Subsequent to these entitlements, further project approvals provided to the Developer or Shea Homes, include:

• Tentative Maps – Phase 2 West, Phase 3 and Phase 1B
• Final Maps – Phase 1A – regional commercial; Phase 1C —residential and Phase 2 East—residential
• Parcel Maps: Phase 2 North• Commercial Sign Regulations • Master Sign Permit
• Site Plan and Architectural Review—Promenade
• First Implementation Agreement
• Second Implementation Agreement
• Tax Increment Financing Agreement and Promissory Notes • Below Market Rate Housing Agreement #1
• Below Market Rate Housing Agreement #2
• Operating Agreement Clarifying and Modifying Certain Project Approvals

Given the extensive number of project entitlements granted in 2005 and subsequently, few development approvals are required for future project development, primarily, site and architectural design review.

Subsequent approvals granted to third -party developers of land within the Dunes include:

• Site Plan and Architectural Design Review – Shops at the Dunes - Retail • Site Plan and Architectural Design Review – Marriott Springhill Suites • Site Plan and Architectural Design Review – Montage Medical • Site Plan and Architectural Design Review - William H. Gourley Veterans/DOD Clinic
• Site Plan and Architectural Design Review – Cinemark Theater • Site Plan and Architectural Design Review – University Village Apartments

Environmental Conditions . The Dunes development is being undertaken on property located in the former Fort Ord Army base. The Dunes site was conveyed by the United States of America, acting through the Secretary of the Army (the “Army”) to the Fort Ord Reuse Authority (“FORA”), which then conveyed the property to the Former Agency. The Former Agency transferred a portion of the property by quitclaim deed, dated September 21, 2006 (th e “Original Quitclaim Deed”), to the Developer relating to Phase 1 of the Dunes development.

Prior to its dissolution, the Former Agency conveyed the remaining property to the City, and the City recently conveyed the portion of the property relating to Pha se 2 of the Dunes development to the Developer pursuant to a quitclaim deed (together with the Original Quitclaim Deed, the “Quitclaim Deeds”) dated June 26, 2020 . Extensive environmental studies and remedial actions were taken with respect to the former Fort Ord property prior to its conveyance to FORA, and in May of 2003, a Finding of Suitability to Transfer (the “FOST”) was delivered by the Director of Base Realignment and Closure, Hampton Field Office, wherein certain findings were documented.

The FOST referenced a Community Environmental Facilitation Act report which set forth the environmental condition of the Fort Ord property and the determination of the suitability for transfer of the property from the Army to various parties, including FORA. The FOST recognized that the Fort Ord Army base property was subject to a Fort Ord Federal Facility Agreement (the “FFA”), and found that “All remediation activities on the prope rty required by the FFA are completed or in place and operating successfully…” However, the Army required that any deed conveying the former Army base property contain various

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provisions related to environmental matters. These provisions, some of which are described below, were included in the Quitclaim Deeds.

Notice of Hazardous Substance Storage . In the Quitclaim Deeds , the Developer was notified of the former storage, release or disposal of hazardous substances on the Dunes property, with items typicall y stored on the property identified in the FOST. The Quitclaim Deeds each state that: “The information regarding this storage indicates that it was conducted in a manner that would not pose a threat to human health and the environment. … no additional action is necessary under CERCLA [the Comprehensive Environmental Response Compensation and Liability Act of 1980] to protect human health and the environment.”

Environmental Remediation. In the Quitclaim Deeds, the Developer was notified of the storage, release, and disposal of hazardous substances on the Dunes property, and went on to provide that: “The Government hereby covenants that prior to the date of this conveyance, all corrective, remedial and response actions necessary to protect human health and th e environment have been taken with respect to the Property,” but the Army reserved the right, upon reasonable notice, to enter the property in any case in which a response or corrective action is found to be necessary; however, no such notice has ever been given by the Army to the Developer.

Notice of Presence of Asbestos . The Developer was informed in the Quitclaim Deed s that several of the existing buildings on the property were determined to contain friable and non-friable asbestos that may pose a threat to human health. Pursuant to the Original Quitclaim Deed, the Army agreed to transfer the buildings and structures to the Developer, prior to remediation of asbestos hazards, in reliance upon the Developer’s express representation and promise that the Developer would, prior to use or occupancy of said buildings, demolish the buildings or the portions thereof containing friable asbestos, disposing of asbestos contaminated material in accordance with applicable laws and regulations. The quitclaim deed from the City contained similar provisions. The Developer has advised that it has removed the buildings located on the property in both Phases 1 and 2 of the Dunes development, aggregating approximately one-half of the 900 or so structures originally located on the Dunes property at the time it was conveyed to the Developer . The Developer expects to remove the remaining structures as it continues develo ping the Dunes property. In the Quitclaim Deed s, the Developer agreed to indemnify and hold harmless the Army, the Former Agency, the City and their officers, agents and employees, from and against all suits, claims, demands or actions, liabilities, judgments, costs and attorneys’ fees arising out of, or in any manner predicated upon, future exposure to asbestos on any portion of the applicable parcels after the conveyance of the applicable parcels to the Developer. The Developer has represented that all of its building removal activities have been conducted in accordance with applicable laws and regulations.

Lead-Based Paint. In the Quitclaim Deeds , the Developer was informed of and acknowledged that all buildings on the Dunes property at the time of conve yance of the property and which were cons tructed or rehabilitated prior to 1978 were presumed to contain lead-based paint. In the Quitclaim Deed s, the Developer agreed that prior to permitting the occupancy of the applicable parcels where their use subsequ ent to sale is intended for residential habitation, the Developer will perform, at its sole expense, the Army’s abatement requirements under Title X of the Housing and Community Development Act of 1992 (Residential Lead -Based Paint Hazard Reduction Act of 1992), and will conduct various specified activities in that regard. In complying with those requirements, the Developer covenanted and agreed to be responsible for any abatement or remediation of lead -based paint or lead-based paint hazards on the applicable parcels found to be necessary as a result of the subsequent use of the applicable parcels for residential purposes. See the preceding paragraph

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regarding the removal by the Developer of structures located on the Dunes property which removal effectively remediated lead-based paint issues arising from the buildings.

Pesticides. The Quitclaim Deed s notified the Developer that pesticides may be present on the property conveyed to the Developer. Each Quitclaim Deed represented that “To the best of Government’s knowledge, the presence of pesticides does not currently pose a threat to human health or th e environment, and the use and application of any pesticide product by the Army was in accordance with its intended purpose, and in accordance with CERCLA.”

Notice of the Presence of Polychlorinated Biphenyls (“PCBS”). The Quitclaim Deeds acknowledge that fluorescent light ballasts containing PCBs were present on the applicable parcels. The Army represented in the Quitclaim Deeds that “… PCB containing equipment does not currently pose a threat to human health or the environment when managed properly. All PCB-containing equipment is presently in full compliance with applicable laws and regulations.”

Contaminated Groundwater. The Quitclaim Deed s acknowledge that the groundwater beneath certain portions of the property is contaminated with volatile organic compounds, primarily trichloroethylene. In the Quitclaim Deed s, the Developer covenanted for itself, its successors, and assigns not to access or use groundwater underlying the property for any purpose. The Developer has also represented that the Dunes has received an allocation of water, through FORA to the City which, in turn, allocated water to the Dunes through development entitlements. Available water is provided by the Salinas Valley Groundwater Basin aquifers not impacted by contamination with volatile compounds. Water for the project is provided by the local Marina Coast Water District, and the allocation is sufficient for all of the planned development of the Dunes.

Potential for Presence of Ordnance and Explosives. The property conveyed pursuant to the Quitclaim Deeds was primarily used by the Army for training purposes, and each Quitclaim Deed states that: “Ordnance and explosives (OE) investigations indicate that it is not likely that OE is located within the Property. ” The Developer has ag reed in the Quitclaim Deeds that should it or any of its successors and assigns discover any ordnance on the property, they shall not attempt to remove or destroy it, but will immediately complete an Ordnance and Explosives Incident Reporting Form, and not ify applicable police and government representatives. The Developer has advised that, to date, it has not encountered any ordnance on the Dunes property.

Environmental Protection Agency Letter . In a letter dated March 31, 2003, the Chief of the Federal Fa cility and Site Cleanup Branch, Superfund Division of the United States Environmental Protection Agency Region IX (the “EPA”) indicated that the EPA had received the FOST, and that all parcels identified within the FOST have either been cleaned up or identified as “uncontaminated” under CERCLA. The letter states that EPA has reviewed the FOST, including various related documents (collectively, the “Documents”) and that: “Without independent investigation or verification of certain information contained in t he Documentation, the [signatory to the letter] concurs, to the extent set forth below, with the Army’s determination that all remedial action necessary to protect human health and the environment with respect to any hazardous substance remaining on the pa rcels has been taken.” The letter goes on to state that: “The concurrence shall not be construed in any manner inconsistent with any obligation, right or authority existing under the Fort Ord Federal Facility Agreement, and all amendments thereto, entered into by EPA, the State of California and the Army. The undersigned expressly reserves all rights and authorities relating to information not contained in the Documentation, whether such information is known as of this date, or is discovered in the future.” The letter concludes that: “… EPA concurs that the [parcels identified

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in the FOST] are suitable for transfer for the intended reuse, given the environmental restrictions identified.”

Responsibility for Future Environmental Actions . Under CERCLA, the Uni ted States would be liable for the remediation of any environmental contamination that may be found in any land transferred to the Developer, except for any asbestos or lead -based paint in buildings on land so transferred the remediation of which is the responsibility of the Developer.

Environmental Insurance. In connection with a risk analysis undertaken by FORA prior to the conveyance of former Fort Ord Army Base property to FORA, especially as it related to possible unexploded ordinance on the property, FORA obtained a pollution legal liability insurance policy. The policy was for a ten year term which expired in 2014, and was replaced with a new policy that came into effect on December 31, 2014 and extends to December 31, 2024.

The current policy provided by Chubb Custom Insurance Company is a claims -made policy with an aggregate limit of $50,000,000 and a deductible of $500,000, that insures against preexisting and new pollution incidents at various sites within the Fort Ord property. The policy has var ious exclusions, including liability arising from asbestos, lead based -paint, and ground water contamination. The City is a named insured under the policy with respect to certain of the property located in the City, with an aggregate policy limit of $1,000 ,000 and a $500,000 deductible, with the coverage reflecting the fact that the portions of the former Fort Ord Army Base in the City were not those where unexploded ordinance was likely to be discovered. The Developer also purchased a separate pollution li ability policy in respect of its operations in the City, that also was a claims-made policy, but that policy has expired.

According to FORA before it was dissolved on June 30, 2020, and the City, no claims have ever been filed under the prior or current pollution liability policy obtained by FORA. The Developer reports that it never made any claim under the pollution liability policy obtained by it. If a claim is ever filed and honored under the current FORA policy (which includes coverage for the City described above), the proceeds are in no way pledged to the payment of the Bonds, and would be expected to be used to cover costs related to the insured event.

Development Program/Phasing. As entitled in 2005, and subsequently amended by implementing agreements listed under the Entitlements section above, the DDA contemplated the anticipated development of the Dunes generally as follows:

Phase Residential Commercial Parks/Open Space
Phase 1 • 332 SFD Homes
• 108 Unit Affordable
Housing Rental Complex
• 84 Townhome/condo/
live work units within
mixed use Promenade
• 408,000 sf retail
• 269,000 sf office/business park
• 196 hotel rooms
• 150,000 sf Village
Center/Promenade commercial
• Village Square
• Village Center linear Park
• 9th Street Corridor/
Roundabout Multi-use trail
• Residential Parks
Phase 2 • 316 units, SFD
• 142 affordable
• 2,000 sf retail
• 294 hotel rooms
• 20 acre Large City park
•8 acre Small City park
• Linear parks
• 9th Street Multi-use trail
• Residential parks
Phase 3 • 255 units, SFD • 23,000 sf retail
• 399,000 sf office/business park
• 2 acre Small City park
• Linear parks

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The Dunes project is anticipated to be developed in multiple phases (See next page for a phasing map of the project).

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PLAN ELEMENTS
MAY 07, 2018
ELEM.

SCHOOL

NEIGHBORHOOD

RETAILGOODWILL

VETERANS

YOUNG NAK CHURCH
HOTEL
HOTEL
CITY
PARK
CITY
PARK
CITY
PARK
OFFICE
OFFICE
OFFICE
OFFICE
APTS
ARTS

DISTRICT

MEDICAL
OFFICE

RESIDENTIAL

REGIONAL
RETAIL
1 1

MIXED USE
PHASE 1
PHASE 2
PHASE 3

OPPORTUNITY PHASE

FORA OFFICE

PARTNERS

RESIDENTIAL

RESIDENTIAL

RESIDENTIAL
VA/DOD
CLINIC

RESIDENTIAL

RESIDENTIAL

THEATER

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Conveyance of the property to the Developer is provided for in the DDA, and anticipates three primary conveyances with the opportunity for the Developer to acquire several smaller sites within each phase should market opportunities for deve lopment of the sites occur. The purchase price was originally $48 million for all three phases plus profit participation payments should the Developer achieve certain thresholds of return. The purchase price was adjusted to $43 million in accordance with amendments to the DDA made by the Second Implementation Agreement, whic h also included the Former Agency Obligation . In addition, this subsequent agreement required the Developer to lower its return threshold for sharing of land development profits, with the Developer sharing 50% of these profits above the threshold with the City/Successor Agency.

To date, the Developer has acquired both the Phase 1 and 2 property from the City consisting of approximately 256 acres (149 acres in Phase 1, 106.9 acres in Phase 2) , at a combined land purchase price of $ 19.56 million ($6 million for Phase 1, $13.5 million for Phase 2).

Development/Construction Completed to Date. To date, significant portions of Phase 1 have been completed as described below.

Residential:

• 108 unit Low/Very Low Affordable Housing Apartment Complex • 332 single family homes constructed by Shea Homes

Commercial:

• 368,000 sf regional retail center anchored by Target
• 40,000 sf retail Shops at the Dunes, neighborhood quick serve restaurant/service commercial
• 106 room Springhill Suites
• 5 screen Cinemark Theater
• 140,000 sf VA/DOD regional health clinic
• 63,000 Community Hospital of Monterey Peninsula (now Montage Health) medical and wellness center facility

Public Parks/open space

• 9th Street Multi-modal corridor and roundabout (west) • Village Square
• Residential parks A, J, K

Public/Private Streets

• 39.88 acres of streets - 9th Street, General Stillwell Drive, 3rd Avenue, 8th Street, 10th Street, residential streets, commercial access ways

Future Development.

Near Term Improvements . The Dunes project is progressing with the key components for the buildout of the remainder of Phase 1. First, there is market analysi s, financial modeling, and site and architectural planning underway for the Promenade. This is anticipated to be a mixed-use development, combining approximately 84 townhome/condominium units,

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including live/work townhomes, and approximately 30,000 square feet of commercial space, including a specialty grocer. One restaurant tenant has been secured and other are anticipated in 2023. Site preparation work is currently underway, with completion of the first residential and commercial buildings in 2023.

The next component of development to complete Phase 1 is the office and related uses west of the theater, encompassing nearly 6.7 acres, including the former brick building. These parcels are being promoted for flex office, condominiums. The Developer is currently negotiating with a development entity for sale and development of this site. It is anticipated this property will be sold to third- party developers in 2023 with completion of initial buildings in 2024.

Additionally, the opportunity sites 1A, 1B and 1 C (formerly known as CDEC hill in Fort Ord) are being planned for two hotels, a service station, and residential land uses, with marketing studies and financial modeling completed. These improvements, and other improvements in future phases of the Dunes pr oject, may be subject in some cases to City Council discretionary land use approvals that may or may not be granted by the City Council, subject in any event to agreements and approvals currently in place. The City, through an option with the Developer, has chosen a preferred hotel developer which is currently preparing site and architectural plans for approval, The Developer has sold the hotel property to the preferred hotel developer via the option agreement. The residential is currently being planned and already has tentative map approval. Demolition of military barrack structures from the project site was completed in June, 2020.

Finally, park planning for the large City park is also underway, with preliminary park plans developed and final plans anticipated in 2023, with improvements to begin as soon as late 2023, or early 2024. Development of this park would also include a historical element, with preservation of a military barrack as a museum of Fort Ord. of the City is currently removing the remaining military barrack structures.

For Phases 2 and 3, construction is currently underway with significant residential units completed in Phase 2, infrastructure underway in Phase 2 West and building removal in Phase

3. The Developer has received approval of an amended tentative subdivision map for Phase 2 and is awaiting approval of final maps and improvement plans S ite clearing, grading and underground infrastructure is underway with residential construction to begin in early 2023.

All discretionary land use approvals have been granted by the City Council for Phases 2 and 3 of the development.

As Phase 2 development progresses, the Developer will then engage in Phase 3 improvement plan preparation with the expectation of continuing the momentum from Phase 2 without lag into Phase 3. Phase 3 includes a 26 acre business/office park for which the Developer is currently negotiating a purchase and sale agreement with a major medical use for 10 acres of this park.

The Dunes Developer

The Dunes on Monterey Bay (the Dunes project) is being developed by Marina Community Partners, LLC (referred to in this Official Statement as the “Developer”), a land development company originally comprised of three members: Shea Homes Limited Partnership, Shea Properties, LLC and, Centex Homes. Today, the Developer is wholly owned by Shea Homes Limited Partnership (“Shea”). The Developer operates with offices located in the City, and through oversight of Shea ’s Northern California division located in Live rmore, California. The Developer was formed in 2003 and is a Delaware limited liability company.

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The purpose of the Developer is to acquire the property necessary for the Dunes project from the City and to develop the Dunes project master plan for sale to parties related to Shea or the Developer, or for sale to third-party developers or owners for vertical construction, sale and/or use. The Developer’s investment in the Dunes project to date has come from internal funds from each of the members. The funds have been used for land acquisition, entitlements, and backbone infrastructure for the project. Funding for improvements in future project phases are anticipated to come from similar sources.

Shea is headquartered in Walnut, California, near Los Angeles, California, and is privately owned. Shea has multiple divisions including both single family and active adult focused homebuilding operations in states including California, Arizona, Nevada, Washington, Colorado, Texas, Florida, Virginia and North Carolina.

Recently, Shea celebrated its 100,000th closing. Shea is the 13th largest home builder in the United States , as rated by closings in 2017. Currently Shea ’s Northern California division has 14 active residential and/or master planned communities under d evelopment throughout Northern California.

The Sea Haven Development

Overview. Sea Haven , formerly known as Marina Heights, is a 248 acre development located in the northern portion of the former Fort Ord Army Base within the City. Sea Haven is planned to provide a total of 1,050 residential housing units to be constructed in several phases.

It is expected that the development will include 102 town homes dispersed throughout the site. 51 of the town homes will be affordable to below market rate households (households with incomes between 120% and 150% of median income) and 51 of the town homes will be affordable to moderate income households (households with incomes at or below 120% of median income). The development will also include 188 cottage homes ranging in size from 950 square feet to 1,700 square feet. 23 of the cottage homes will be affordable to below market rate households and 85 of the cottage homes will be sold at a restricted price. Additionally, based on the current mapping for Sea Haven, upon completion of construction there will be 336 single family homes on 5,000 square foot lots and 339 single family homes on 6,000 square foot lots.

The project also currently includes 85 single family estate homes on quarter to half acre sites.

The total number of lots is not expected to change, but the mix of estate homes, and homes on 5,000 and 6,000 square foot lots may change upon final mapping for Sea Haven.

The next page contains a site plan for the Sea Haven Development, with the units for the first phase shown in color.

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History. Cypress Marina Heights, LLC (“Cypress Marina”), the original developer of the Sea Haven development, made an application to the City for the Marina Heights Specific Plan in October of 2002. The Former Agency, the City and Cypress Marina entered into an Option Agreement dated November 14, 2002 (the “Option Agreement ”). The Option Agreement provided the developer with the option to acquire from the Former Agency the 248 -acre site.

The Environmental Impact Report for the development was certified by the City in 2003. The City Council approved General Plan amendments, a Specific Plan, a Tentative Map, Zoning Ordinance Text and Map amendments, and a Development Agreement for the Sea Haven development on March 3, 2004. The City and the Developer subsequently entered into a Final Development Agreement, dated March 20, 2004 (the “Development Agreement”). The Development Agreement requires that some of the homes to be constructed in Sea Haven be affordable to households with varying incomes, as described in the first paragraph under the heading “THE DUNES AND SEA HAVEN DEVELOP MENTS – The Sea Haven Development” above.

Between July of 2017 and April of 2018, Cypress Marina sold a total of 204 of the 1,050 lots in Sea Haven to Wathen Castanos Peterson Homes, Inc. (“Wathen”) on a draw down basis.

Subsequently, Cypress Marina and W athen entered into two Partial Assignment and Assumption Agreements, each dated as of April 12, 2018 (collectively, the “Assignment Agreements”), pursuant to which Cypress Marina assigned various of its rights and obligations under the Option Agreement and under the Development Agreement to Wathen. Cypress Marina retained the obligation to complete infrastructure improvements related to 63 lots , as well as the obligation to complete various common area improvements, including pocket parks and walkways, in the first phase of the Sea Haven development. Cypress Marina also retained certain project oversight responsibilities and a profit participation obligation under the Option Agreement.

On April 13, 2018, and in furtherance of the Assignment Agreements, Cypr ess Marina sold its then interests in Sea Haven to Wathen, except for 63 lots (some of which had been sold to homeowners), and the other rights and obligations it retained under the Assignment Agreements.

Entitlements. The following permits and approvals have been granted by the City to Cypress Marina for the Sea Haven development:

General Plan Amendment approved by the City Council by Resolution 2004-24, Specific Plan approved by the City Council by Resolution 2004-43, Zone Map amendment approved by the City Council by Ordinance No. 2004-05, Zone Text amendment approved by the City Council by Ordinance No. 2004-05, Tentative Tract Map No. 1478 approved by the City Council by Resolution No. 2004-44, Development Agreement approved by the City Council by Ordinance No. 2004-06, Resolution No. 2006- 56 of the City Council approving Phase 1 Final Map and a Subdivision Improvement Agreement,
Resolution No. 2006-225 of the City Council approving the Affordable Housing Program for the Marina Heights Subdivision,
Resolution No. 2006 -228 of the City Council approving a Phase 2 Final Map and a Subdivision Improvement Agreement for the first 299 residential units,

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Implementation Agreement Regarding that Certain Option Agreement , dated October 11, 2007, by and among t he Former Agency, the City and Cypress Marina Heights L.P. relating to the Development Agreement for the Maria Heights Project, Resolution No. 2016- 23 of the City Council issuing a Notice of Compliance by Cypress Marina Heights L.P. relating to the Development Agreement, Resolution No. 2016- 24 of the City Council approving designating Wathen Castanos Homes as an Approved Builder under the Marina Heights Option Agreement, Resolution No. 2016- 84 of the City Council consenting to a Partial Assignment and Assumption Agreement for the Marina Heights Development Agreement from Cypress Marina to WC Marina L.L.C. and a Partial Assignment and Assumption Agreement for the Marina Heights Option Agreement from Cypress Marina to WC Marina LLC, and
Resolution No. 2017-1 of the City Council acting on behalf of the City and the Successor Agency approving designating Granville Homes and/or Valley Coastal Development, LLC as a Pre-Approved Homebuilder pursuant to the Marina Heights Option Agreement.

On June 19, 2018, the City Council conducted a first reading of an ordinance approving a First Amendment to Development Agreement by and between the City and Wathen, and the City Council, acting as the Governing Board of the Successor Agency, adopted a Resolution approving a third amendment to the Option Agreement. The ordinance was subsequently adopted by the City Council.

The amendment to the Development Agreement extends the term of the Development Agreement to November 30, 2030, provides flexibility with respect to the product ion of the “Below Market Rate Homes” required to be constructed in Sea Haven, and allows for the City to both: (i) levy an impact fee (or establish a financing district to include property in Sea Haven) to replace fees charged by FORA upon FORA’s dissoluti on (see “SUCCESSOR AGENCY OBLIGATIONS — Pass Through Obligations” in APPENDIX G —FISCAL CONSULTANT’S REPORT), and (ii) increase existing fees and cha rges and institute additional fees and charges applicable to the undeveloped lots in Sea Haven beginning after November 29, 2018 (which was the original termination date of the Development Agreement). Wathen also is obligated by charges to the Development Agreement by reason of the amendment to design, construct and provide for maintenance of a park. The amendment to the Option Agreement eliminated the need for Successor Agency and City approval of entities that may develop lots in Sea Haven and certain constraints on the number of homes that could be developed in any particular year.

Development. Demolition of existing buildings on the project site began in August of 2005, and as of January 1, 2007, 164 of the 210 buildings had been demolished. The Former Agency transferred the development site to Cypress Marina in 2006. Grading and infrastructure improvements were completed in 2007. Demolition of all existing buildings was complete in Summer of 2016.

Development of Sea Haven was delayed as a result of a variety of factors, including litigation and the recession. After settlement of litigation that delayed the project for eighteen months, Cypress Marina began construction of the major roads and utilities for the project in 2006. However, as a result of economic conditions that beginning in 2007 weakened the housing market and then the recession of 2 008, development ceased in 2007. Following 2007, Cypress Marina made efforts to proceed with the development of the project but was unable to attract homebuilders willing to commence construction of the homes until 2016.

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The first development of homes in Sea Haven began by Wathen (the Layia and Villosa neighborhood) following its first purchase of lots from Cypress Marina in July of 2017 , and by Renasci Homes, an entity engaged by Cypress Marina to build homes on the lots it retained ownership of upon sale of the other Sea Haven lots to Wathen (the Larkspur neighborhood).

The Fiscal Consultant has advised that as of June, 2020, development of a total of 221 new homes in the Sea Haven development had been completed.

Wathen reports that it has sold out the 89 lots comprising the Layia product in phase 1 of the Sea Haven development. All that remains are models and hold out lots. In addition to the Layia product, Wathen has 8 Villosa homes remaining to sell in the first phase, and 10 more homes that are in escrow , out of a total of 112 lots. Wathen is currently developing the next phase of Sea Haven, Phase 5A, which is comprised of 69 lots. There is a mixture of product offered in Phase 5A which includes Larkspur, Villosa and Layia product. Phase 5A is currently 80% sold out and has closed 7 sales for the 69 homes. Wathen is also developing 160 more lots within phase 3A, which will be offered to the market later this year. No assurance can be given regarding the future development of lots and sales of homes in Sea Haven. See “RISK FACTORS—Risks to Real Estate Market,” “ – Development Risks” and “ – Future Land Use Regulations and Growth Control Initiatives.”

The Sea Haven Developer

Information in this section entitled “THE DEVELOPMENTS—The Sea Haven Developer” has been obtained from Wathen, and neither the Successor Agency nor the Underwriter can ensure, and do not ensure, its completeness or accuracy.

Wathen Castanos Peterson Homes, Inc. (referred to in this Official Statement as “Wathen”) is a third generation, green homebuilder that started operations in 1983 as Heritage Homes, Inc. In 1986 the company came under the ownership of three partners: Kevin Castanos, Richard Wathen and Robert Mazmanian. In 1994 th e company adopted the name Wathen - Castanos. Under the name Wathen Castanos Hybrid Homes (adopted in 2009), the company focused on the importance of green homes as a core strategy and has built over 4,500 homes in Central California. The three founding part ners retired in 2014 and ownership of Wathen was transferred to Joshua Peterson and Peter Castanos. The geographic areas focused on by Wathen are the greater Central Coast of California, including the San Luis Obispo, Fresno, Clovis, Tulare, Hanford, Visal ia and Lemoore metropolitan markets. Wathen has planned, developed and built out several communities, including an award -winning master planned community, Harlan Ranch, that was comprised of 400 acres and 1,800 units.

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 Bond s 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.

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Limited Source of Funds to Repay Bonds

The Bonds are payable from the Available LMIHF Funds, which are derived solely from increases in the property tax revenues arising from the Dunes development and the Sea Haven development. See “SECURITY FOR THE BONDS” and “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREA.” Reductions in the assessed value of the property in the Dunes development or the Sea Haven development would result in a reduction in the Available LMIHF Funds, and could result in a failure of the Successor Agency to make timely payment of the debt service due on the Bonds. See “RISK FACTORS —Reduction in Taxable Value.” The Successor Agency expects to issue Parity Debt secured by the pledge of the Available LMIHF Funds under the Indenture as assessed values of the property in the Dunes and Sea Haven developments increases, as a consequence of further development of the Dunes and Sea Haven projects. See “FINANCING PLAN—The Housing Note” and “SECURITY FOR THE BONDS—Parity Debt.”

Recognized Obligation Payment Schedule

The Dissolution Act provides that only those payments listed in a Recognized Obligation Payment Schedule may be made by a successor agency from the funds specified in the Recognized Obligation Payment Schedule. Pursuant to Section 34177 of the Dissolution Act, on or before each February 1 commencing February 1, 2016, the Successor Agency shall submit to the Oversight Board and the DOF, a Recognized Obligation Payment Schedule unless, at the option of the Successo r Agency and subject to DOF approval and satisfaction of certain other conditions, a Last and Final Recognized Obligation Payment Schedule is filed by the Successor Agency and is approved by the DOF in which event no such periodic filing requirements apply.

In instances where a Last and Final Recognized Obligation Payment Schedule is not filed, for each annual period, the Dissolution Act requires each successor agency to prepare and approve, and submit to the successor agency ’s applicable oversight board an d the DOF 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. Consequently, in instances where a Last and Final Recognized Obligation Payment Schedule is not filed, Available LMIHF Funds will not be withdrawn from the Redevelopment Property Tax Trust Fund by the County Auditor - Controller and remitted to the S uccessor Agency without a duly approved and effective Recognized Obligation Payment Schedule to pay debt service on the Bonds and to pay other enforceable obligations for each applicable annual period. In the event the Successor Agency were to fail to file a Recognized Obligation Payment Schedule as required, the availability of Available LMIHF Funds to the Successor Agency could be adversely affected for such period.

See “THE DISSOLUTION ACT —Recognized Obligation Payment Schedules.” The Successor Agency has indicated that it has no current plans to file a Last and Final Recognized Obligation Payment Schedule. See last paragraph under “THE DISSOLUTION ACT —Recognized Obligation Payment Schedules – Submission of Recognized Obligation Payment Schedule.”

In instances where a Last and Final Recognized Obligation Payment Schedule is not filed, if a successor agency does not submit a Recognized Obligation Payment Schedule within five business days of the date upon which the Recognized Obligation Payment Schedule is to be used to determine the amount of property tax allocations, the DOF may determine if any amount should be withheld by the county auditor -controller for payments for enforceable obligations from distribution to taxing entities, pending approval of a Re cognized Obligation Payment Schedule. The county auditor -controller is then required to distribute the portion of any of the sums withheld as described above to the affected taxing entities in accordance with applicable provisions of the Dissolution Act up on notice by the DOF that a portion of the

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withheld balances are in excess of the amount of enforceable obligations. Although the Successor Agency currently has no plans to file a Last and Final Recognized Obligation Payment Schedule nothing in the Indenture prevents it from doing so in the future.

For a description of the covenant made by the Successor Agency in the Indenture relating to the obligation to submit Recognized Obligation Payment Schedules on a timely basis, see “SECURITY FOR THE BONDS—Recognized Obligation Payment Schedules.”

AB 1484 also added provisions to the Dissolution Act implementing certain penalties in the event a successor agency does not timely submit a Recognized Obligation Payment Schedule as required. Specifically, an oversight board approved Recognized Obligation Payment Schedule must be submitted by the successor agency to the county auditor- controller and the DOF, no later than each February 1 for the subsequent annual period. If a successor agency does not submit a Recognized Obligation Payment Schedule by such deadlines, the city or county that established the redevelopment agency will be subject to a civil penalty equal to $10,000 per day for every day the schedule is not submitted to the DOF. Additionally, a successor agency ’s administrative cost allowance is reduced by 25% if the successor agency does not submit an oversight board-approved Recognized Obligation Payment Schedule within 10 days of the February 1 deadline, with respect to the Recognized Obligation Payme nt Schedule for the subsequent annual period.

Challenges to Dissolution Act

Several successor agencies, cities and other entities have filed judicial actions challenging the legality of various provisions of the Dissolution Act. One such challenge is an action filed on August 1, 2012, by Syncora Guarantee Inc. and Syncora Capital Assurance Inc. (collectively, “Syncora”) against the State, the State Controller, the State Director of Finance, and the Auditor-Controller of San Bernardino County on his own behalf and as the representative of all other County Auditors in the State (Superior Court of the State of California, County of Sacramento, Case No. 34 -2012-80001215). Syncora are monoline financial guaranty insurers domiciled in the State of New York, and as such, provide credit enhancement on bonds issued by state and local governments and do not sell other kinds of insurance such as life, health, or property insurance. Syncora provided bond insurance and other related insurance policies for bonds issued by former California redevelopment agencies.

The complaint alleged that the Dissolution Act, and specifically the “Redistribution Provisions” thereof (i.e., California Health and Safety Code sections 34172(d), 34174, 34177(d), 34183(a)(4), and 34188) violate the “contract clauses ” of the United States and California Constitutions (U.S. Const. art. 1, §10, cl.1; Cal. Const. art. 1, §9) because they unconstitutionally impair the contracts among the former redevelopment agencies, bondholders and Syncora. The complaint also alleged that the Redistribution Provisions violate the “Takings Clauses” of the United States and California Constitutions (U.S. Const. amend. V; Cal Const. art. 1 § 19) because they unconstitutionally take and appropriate bondholders ’ and Syncora’s contractual right to critical security mechanisms without just compensation.

After hearing by the Sacramento County Superior Court on May 3, 2013, the Superior Court ruled that Syncora ’s constitutional claims based on contractual impairment were premature. The Superior Court also held that Syncora ’s takings claims, to the extent based on the same arguments, were also premature. Pursuant to a Judgment stipulated to by the parties, the Superior Court on October 3, 2013, entered its order dismissing the action. The Judgment, however, provides that Syncora preserves its rights to reassert its challenges to the Dissolution Act in the future. The Successor Agency does not guarantee that any reassertion of challenges by Syncora or that the final results of any of the judicial actions brought by others challenging

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the Dissolution Act will not result in an outcome that may have a material adverse effect on the Successor Agency’s ability to timely pay debt service on the Bonds.

Reduction in Taxable Value

Available LMIHF Funds allocated to the Redevelopment Property Tax Trust Fund and thereby available to pay principal of and interest on the Bonds are determined by the amount of incremental taxable value in the Dunes and Sea Haven developments and the current rate or rates at which property in the Dunes and Sea Haven developments is taxed. The reduction of taxable values of property in the Dunes development or the Sea Haven development caused by economic factors beyond the Successor Agency’s control, such as sale of property to a non-profit corporation or governmental entity 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 Available LMIHF Funds available to pay debt service on the Bonds. Such reduction of Available LMIHF Funds to pay debt service on the Bonds could have an adverse effect on the Successor Agency ’s ability to make timely payments of princi pal of and interest on the Bonds; this risk could be increased by the significant concentration of property ownership in the Redevelopment Project. See “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS—Largest Taxpayers.”

As described in great er 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 with respect to properties in the Dunes or Sea Haven developments could reduce the Available LMIHF Funds available to pay debt service on the Bonds.

In addition to the other limitations on, and required application under the Dissolution Act of Tax Revenues on deposit in the Redevelopment Property Tax Trust Fund, the State electorate or Legislature could adopt a constitutional or legislative property tax reduction with the effect of reducing Tax Revenues allocated to the Redevelopment Property Tax Trust Fund and thereby the Available LMIHF Funds. Although the federal and State Constitutions in clude 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 Tax Revenues and adversely affect the source of repayment and security of the Bonds.

Limitations on Remedies

The enforceability of the rights and remedies of the owners of the Bonds and the obligations of the Successor Agency may become subject to the following: the federal bankruptcy code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect; equitable principles which may limit the specific enforcement under state law of certain remedies: the exercise by the United States of America of the powers delegated to it by the federal Constitution; and the reasonable and necessary exercise, in certain exceptional situations of the police power inherent in the sovereignty of the State and its governmental bodies in the interest of servicing a significant and legitimate public purpose. Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the owners of

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the Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise and consequently may entail risks of delay, limitation, or modification of their rights.

Bond Counsel has limited its opinion as to the enforceability of the Bonds and of the Indenture to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting generally the enforcement of creditors ’ rights, by equitable principles and by the exercise of judicial discretion. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay, limitation or modification of the rights of the Bond Owners.

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 property in the Dunes and the Sea Haven developments . The general economy of the property in the Dunes and the Sea Haven developments will be subject to all of the risks generally associated with urban real estate markets. Real estate prices and development may be adversely affected by changes in general economic conditions, fluctuations in the real estate market and interest rates, unexpected increases in development costs and by other similar factors. Further, real estate devel opment within the Dunes and Sea Haven developments 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 significant decline in the general economy of the City, the owners of property within the Dunes and Sea Haven developments 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 Tax Revenues by the Successor Agency, and thereby the Available LMIHF Funds. See “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS—Projected Available LMIHF Funds and Estimated Debt Service Coverage” for a description of the projected debt service coverage on the Bonds.

Concentration of Property Ownership

Based on fiscal year 2022-23 assessed taxable valuations, the top ten taxable property owners in the Dunes and Sea Haven developments represent 35.4% of the total fiscal year 2022- 23 assessed value. A default by any such taxpayer in the payment of its property taxes could materially and adversely affect the ability of the Successor Agency to pay debt service on the Bonds. See “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS—Largest Taxpayers.”

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 basi s. 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%. See “PROPERTY TAXATION IN CALIFORNIA – Article XIIIA of the State Constitution.” The Successor Agency is unable to predict if any further adjustments to the full cash value base of real property within the Redevelopment Projects, whether an increase or a reduction, will be realized in the future.

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Future Land Use Regulations and Growth Control Initiatives

In the past, citizens of a number of local communities in California have placed measures on the ballot designed to limit the issuance of building permits or impose other restrictions to control the rate of future growth in those areas. It is possible that future initiatives could be enacted that could be applicable to the City and have a negative impact on the ability of developers in the Redevelopment Project to complete any existing or proposed development.

Bond Owners should assume that any event that significantly affects the ability to develop land in the City could cause the land values within the Redevelopment Project to decrease substantially and could affect the willingness and ability of the owners of land within the Redevelopment Project to pay property taxes when due.

There can be no assurance that land development within the Dunes and Sea Haven developments will not be adversely affected by future governmental policies, including, but not limited to, government policies to restrict or control development. Under current State law, it is generally accepted that proposed development is not exempt from future la nd use regulations until building permits have been issued and substantial work has been performed and substantial liabilities have been incurred in good faith reliance on the permits prior to the adoption of such regulations.

Assessment Appeals

Property taxable values may be reduced as a result of a successful appeal of the taxable value determined by the County Assessor. An appeal may result in a reduction to the County Assessor’s original taxable value and a tax refund to the applicant property owner. A reduction in taxable values within the Dunes or Sea Haven developments and the refund of taxes which may arise out of successful appeals by property owners will affect the amount of Available LMIHF Funds. The Successor Agency has in the past experienced reductions in its tax increment revenues as a result of assessment appeals. The actual impact to tax increment is dependent upon the actual revised value of assessments resulting from values determined by the County Assessment Appeals Board or through litigation and the ultimate timing of successful appeals. For a discussion of historical assessment appeals in the Dunes or Sea Haven developments and summary information regarding pending and resolved assessm ent appeals for the Successor Agency, see “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS—Assessment Appeals ” and Section 5 of APPENDIX G —FISCAL CONSULTANT’S REPORT.

The Developer and related parties, and one other of the top ten largest pro perty taxpayers in the Dunes and Sea Haven developments, have pending property tax appeals. See “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS— Assessment Appeals ” for a description of pending appeals and the potential impact on Available LMIHF Funds if the appeals are granted.

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 Available LMIHF Funds used to pay debt service on the Bonds.

Delinquencies in the payment of property taxes by the owners of land in the Dunes development or the Sea Haven development, 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.

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Bankruptcy and Foreclosure

The payment of the property taxes from which the Available LMIHF Funds 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 fore closure. 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 exting uished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings. Although such delay would increase the possibility of delinquent tax installments not being paid in full and thereby increase the likeliho od of a delay or default in payment of the principal of and interest on the Bonds, the Successor Agency believes any such adverse impact is unlikely in light of the debt service coverage provided by fiscal year s 2022-23 and 2023- 24 Available LMIHF Funds . S ee “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS—Projected Available LMIHF Funds and Estimated Debt Service Coverage” for a description of the debt service coverage on the Bonds.

Estimated Revenues

In estimating that Available LMIHF Funds will be sufficient to pay debt service on the Bonds, the Fiscal Consultant has made certain assumptions with regard to present and future assessed valuation in the Dunes and Sea Haven developments, future tax rates and percentage of taxes collected. The S uccessor 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 Available LMIHF Funds available to pay deb t service on the Bonds will be less than those projected and such reduced revenues may be insufficient to provide for the payment of principal of and interest on the Bonds. See “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS—Projected Available LMIHF Funds and Estimated Debt Service Coverage.”

Seismic Factors and Flooding

The occurrence of severe seismic activity and/or flooding in the Dunes development or the Sea Haven development could result in substantial damage to property located in the Dunes development or the Sea Haven development, and could lead to successful appeals for reduction of assessed values of such property. Such a reduction could result in a decrease in Available LMIHF Funds.

The San Andreas Fault runs through the southeastern portion of the County for approximately 30 miles and poses the single greatest seismic risk to the City. Two other active faults include the Palo Colorado -San Gregorio Fault zone and the Mont erey Bay Fault zone, which lies seaward of the City extending northwesterly to the Pacific Ocean. The western boundary of the City is located on the Pacific Ocean and the City is at risk of tsunami inundation along the shoreline and in the Salinas River fl ood plain to the north of the City ; however, neither the Dunes development nor the Sea Haven development is located in any Federal Emergency Management Agency flood zone.

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Hazardous Substances

An environmental condition that may result in the reduction in the assessed value of parcels in the Dunes development or the Sea Haven development would be the discovery of a hazardous substance that would limit the beneficial use of the property. In general, the owners and operators of an assessed parcel may be requ ired by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as CERCLA or the Superfund Act, is the most well-known and widely applicable of these laws but California laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substance condition on the property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the assessed parcels be affected by a hazardous substance would be to reduce the marketability and value of the parcel by the costs of remedying the condition, since the purchaser, upon becoming owner, will become obligated, along with the seller, to remedy the condition.

The Dunes development and the Sea Haven development are being constructed on portions of the former Fort Ord Army base. See “THE DEVELOPMENTS —The Dunes Development – Environmental Conditions” for extensive disclosures regarding certain environmental factors related to the Dunes property, and related investigations and remedial efforts.

COVID-19 Pandemic

The spread of COVID-19 has impacted governments, businesses and people in a manner that is having negative effects on global and local economies. In response to the pandemic, the City took actions to activate its emer gency operations center, temporarily close all non-essential City services, introduced teleworking as and where appropriate, implemented daily screening of all employees, and abided by all state and federal guidelines and orders. The City actively monitors the COVID-19 situation in the community and acts swiftly to issue executive orders to mitigate the spread of the virus. Additionally, the City has forged a strong relationship with the Monterey County Health Department and local medical clinics to en sure timely sharing of information and coordinated responses to issues. The City continues to monitor the spread of COVID-19 and is working with local, state, and national agencies to address the potential impact of the pandemic upon the City and its related entities such as the Successor Agency.

There can be no assurances that the spread of COVID -19 and/or responses intended to slow the spread of COVID -19 such as declining business and travel activity, will not materially adversely impact the state and national economies and, accordingly, materially adversely impact property values within the Project Areas.

Cybersecurity

The Successor Agency, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the Successor Agency is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware an d other attacks. No assurance can be given that the Successor Agency's efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the Successor Agency. The Successor Agency is also reliant on other entities and service providers in connection with the administration of the Bonds, including without limitation the County tax collector for the levy and collection of funds in the RPTTF, and the Trustee.

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No a ssurance can be given that the Successor Agency and the other entities the Successor Agency relies on will not be affected by cyber threats and attacks in a manner that may affect the owners of the Bonds.

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 S tate resulting in a reduction of the Available LMIHF Funds to pay debt service on the Bonds.

Loss of Tax-Exemption

As discussed under the caption “TAX MATTERS,” interest on the Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued, as a result of future acts or omissions of the Successor Agency in violation of its covenants in the Indenture.

In addition, current and future legislative proposals, if enacted into law, may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation by, for example, changing the current exclusion or deduction rules to limit the aggregate amount of interest on state and local government bonds that may be treated as tax exempt by individuals.

Should such an event of taxability occur, the Bonds are not subject to special redemption and will remain outstanding until maturity or until redeemed under other provisions set forth in the Indenture.

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 pro spects 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 then prevailing circumstances. Finally, the Successor Agency does not intend to make an application for the assignment of a rating for the Bonds, which may further limit a secondary market for the Bonds. See “NO RATING.”

TAX MATTERS

Federal tax law contains a number of requirements and restrictions which apply to the Bonds, including investment restrictions, periodic payments of arbitrage profits to the United States, requirements regarding the proper use of bond proceeds and the facilities financed therewith, and certain other matters. The Successor Agency has covenanted to comply with all requirements that must be satisfied in order for the interest on the Bonds to be excludable from gross income for federal income tax purposes. Failure to comply with certain of such covenants could cause interest on the Bonds to become includible in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds.

Subject to the Successor Agency’s compliance with the above referenced covenants, under present law, in the opi nion of int & Thimmig LLP, Larkspur, California, Bond Counsel ,

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interest on the Bonds is excludable from the gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals under the Internal Revenue Code of 1986, as amended (the “Code”). For tax years beginning after December 31, 2022, interest on the Bonds may affect the corporate alternative minimum tax for certain corporations.

In rendering its opinions, Bond Counsel will rely upon certifications of the Successor Agency with respect to certain material facts within the Successor Agency’s knowledge. Bond Counsel’s opinion represents its legal judgment based upon its review of the law and the facts that it deems relevant to render such opinion and is not a guarantee of a result.

Ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, corporations subject to t he branch profits tax, financial institutions, certain insurance companies, certain S corporations, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred (or continued) indebtedness to pur chase or carry tax exempt obligations. Prospective purchasers of the Bonds should consult their tax advisors as to applicability of any such collateral consequences.

The issue price (the “Issue Price”) for the Bonds is the price at which a substantial amount of the Bonds is first sold to the public. The Issue Price of the Bonds may be different from the price set forth, or the price corresponding to the yield set forth, on the inside cover page hereof.

Owners of Bonds who dispose of Bonds prior to the sta ted maturity (whether by sale, redemption or otherwise), purchase Bonds in the initial public offering, but at a price different from the Issue Price or purchase Bonds subsequent to the initial public offering should consult their own tax advisors.

If a B ond is purchased at any time for a price that is less than the Bond’s stated redemption price at maturity, the purchaser will be treated as having purchased a Bond with market discount subject to the market discount rules of the Code (unless a statutory de minimis rule applies). Accrued market discount is treated as taxable ordinary income and is recognized when a Bond is disposed of (to the extent such accrued discount does not exceed gain realized) or, at the purchaser’s election, as it accrues. The appli cability of the market discount rules may adversely affect the liquidity or secondary market price of such Bond. Purchasers should consult their own tax advisors regarding the potential implications of market discount with respect to the Bonds.

An investo r may purchase a Bond at a price in excess of its stated principal amount.

Such excess is characterized for federal income tax purposes as “bond premium” and must be amortized by an investor on a constant yield basis over the remaining term of the Bond in a manner that takes into account potential call dates and call prices. An investor cannot deduct amortized bond premium relating to a tax -exempt bond. The amortized bond premium is treated as a reduction in the tax -exempt interest received. As bond premium is amortized, it reduces the investor’s basis in the Bonds. Investors who purchase a Bond at a premium should consult their own tax advisors regarding the amortization of bond premium and its effect on the Bond’s basis for purposes of computing gain or loss in connection with the sale, exchange, redemption or early retirement of the Bonds.

There are or may be pending in the Congress of the United States legislative proposals, including some that carry retroactive effective dates, that, if enacted, could alter or amend the federal tax matters referred to above or affect the market value of the Bonds. It cannot be

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predicted whether or in what form any such proposal might be enacted or whether, if enacted, it would apply to Bonds issued prior to enactment. Pr ospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. Bond Counsel expresses no opinion regarding any pending or proposed federal tax legislation.

The Internal Revenue Service (t he “Service”) has an ongoing program of auditing tax exempt obligations to determine whether, in the view of the Service, interest on such tax - exempt obligations is includible in the gross income of the owners thereof for federal income tax purposes. It cannot be predicted whether or not the Service will commence an audit of the Bonds. If an audit is commenced, under current procedures the Service may treat the Successor Agency as a taxpayer and the Bond owners may have no right to participate in such proce dure.

The commencement of an audit could adversely affect the market value and liquidity of the Bonds until the audit is concluded, regardless of the ultimate outcome.

Payments of interest on, and proceeds of the sale, redemption or maturity of, tax exempt obligations, including the Bonds, are in certain cases required to be reported to the Service.

Additionally, backup withholding may apply to any such payments to any Bond owner who fails to provide an accurate Form W -9 Request for Taxpayer Identification Number and Certification, or a substantially identical form, or to any Bond owner who is notified by the Service of a failure to report any interest or dividends required to be shown on federal income tax returns. The reporting and backup withholding requirements do not affect the excludability of such interest from gross income for federal tax purposes.

In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes.

Ownership of the Bonds may result in othe r state and local tax consequences to certain taxpayers. Bond Counsel expresses no opinion regarding any such collateral consequences arising with respect to the Bonds. Prospective purchasers of the Bonds should consult their tax advisors regarding the applicability of any such state and local taxes.

The complete text of the opinion that Bond Counsel expects to deliver upon the issuance of the Bonds is set forth in APPENDIX B—FORM OF OPINION OF BOND COUNSEL.

UNDERWRITING

The Bond s are being purchased by Stifel, Nicolaus & Company, Incorporated (the “Underwriter”). The Underwriter has agreed to purchase the Bonds at a price of $__________ (being the principal amount of the Bonds of $_________.00, less an Underwriter’s discount of $_________, and plus /less an original issue premium /discount of $___________). The Underwriter will purchase all of the Bonds if any are purchased.

The Underwriter may offer and sell Bond s to certain dealers and others at a price lower than the offering price stated on the inside cover page of this Official Statement. The offering prices may be changed from time to time by the Underwriter.

MUNICIPAL ADVISOR

KNN Public Finance, LLC, Berkeley, California, has served as municipal advisor (the “Municipal Advisor”) to the Successor Agency in connection with the issuance of the Bonds.

The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an

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independent verification or to assume responsibility for the accuracy, complet eness or fairness of the information contained in the Official Statement. The fees of the Municipal Advisor are contingent upon the sale and delivery of the Bonds.

LEGAL OPINIONS

The proposed form of Bond Counsel ’s approving opinion with respect to the Bonds is attached hereto in APPENDIX B —FORM OF OPINION OF BOND COUNSEL. In addition to those matters opined on by Bond Counsel, certain legal matters will be passed on for the Successor Agency by Quint & Thimmig LLP, in its capacity as Disclosure Counsel to the Successor Agency for the Bonds and by Goldfarb & Lipman LLP, Oakland , California, in its capacity as general counsel to the Successor Agency. Certain legal matters will be passed on for the Underwriter by Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Newport Beach, California, in its capacity as Underwriter’s Counsel.

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 Indenture 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. See, however, “RISK FACTORS— Challenges to Dissolution Act.”

NO RATING

The Successor Agency has not made, and does not intend to make, any application for the assignment of a rating to the Bonds.

CONTINUING DISCLOSURE

The Successor Agency has covenanted for the benefit of owners and Beneficial Owners of the Bonds to provide certain financial information and operating data relating to the Successor Agency (the “Annual Report”) by not later than April 1 after the end of the Successor Agency’s fiscal year (the current end of the Successor Agency ’s fiscal year is on June 30), commencing with the report for the 2021-22 fiscal year, and to provide notices of the occurrence of certain enumerated events. The Annual Report will be filed by the Successor Agency with the Municipal Securities Rulemaking Board (the “MSRB”). The notices of enumerated events will be filed by the Successor Agency with the MSRB. The specific nature of the information to be made available and to be contained in the notices of certain enumerated events is summarized below under the caption APPENDIX D— FORM OF CONTINUING DISCLOSURE CERTIFICATE.

These covenants have been made in order to assist the Underwriter in complying with S.E.C.

Rule 15c2-12(b)(5) (the “Rule”).

The Successor Agency has complied in all material respects with respect to prior continuing disclosure obligation s under the Rule in connection with the 2018A Bonds and the 2018B Bonds. In order to promote compliance by the City and the Successor Agency with continuing disclosure obligations, the City has adopted disclosure policies, and the Successor Agency has retained Applied Best Practices, LLC to serve as the dissemination agent under the

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Continuing Disclosure Certificate for the Bonds. See APPENDIX D—FORM OF CONTINUING DISCLOSURE CERTIFICATE.

AUDITED FINANCIAL STATEMENTS

The City’s annual financial statements for its fiscal year ended June 30, 2021 (the “City Financial Statements”) are attached as APPENDIX E—ANNUAL FINANCIAL STATEMENTS OF THE CITY OF MARINA FOR THE FISCAL YEAR ENDED JUNE 30, 2021 . The City Financial Statements include financial information of the Successor Agency for the fiscal year ended June 30, 2021. The financial statements were audited by Chavan and Associates, LLP (the “Auditor”). The Auditor has not been asked to consent to the inclusion of the City Financial Statements in this Official Statement and has not reviewed this Official Statement.

As described in “SECURITY FOR THE BONDS—Limited Obligation, ” the Bonds are payable from and secured by a pledge of Available LMIHF Funds and the Bonds are not a debt of the City . APPENDIX E is included in this Official Statement only because it includes the Successor Agency’s audited financial information.

MISCELLANEOUS

All of the preceding summaries of the Indenture, the Redevelopment Law, the Dissolution Act, other applicable legislation, agreements and other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the Successor Agency for further information in connection therewith.

This Official Statement does not constitute a contract with the purchasers of the Bond s.

Any statements made in this Official Statement involving matters of opinion or estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized.

The execution and delivery of this Official Statement by the City Manager of the City of Marina, California, on behalf of the Successor Agency , has been duly authorized by the Successor Agency.

SUCCESSOR AGENCY TO THE MARINA

REDEVELOPMENT AGENCY

By
City Manager
City of Marina, California

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Appendix A