Marina City Council
February 7, 2023

APPENDIX A

SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE

[to come]

EXHIBIT C
197

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 Housing Tax Allocation Bonds, Series 2023B

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 Housing 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, d ated 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 b ody, 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 approved 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 there of 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 Succ essor 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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Successor Agency to the
Marina Redevelopment Agency
September 2, 2020

Appendix B

5. Subject to the Successor Agency’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 beginn ing 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, reorga nization, 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 o f 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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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 DTC, DTC Pa rticipants 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 Di rect Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other orga nizations. 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 m aintain 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 rece ive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered i n the name of DTC ’s partnership nominee, Cede & Co., or such other name as may be

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Appendix C

requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership.

DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC ’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take ce rtain 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 Succe ssor Agency as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. ’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal, premium (if any), and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC ’s receipt of funds and corresponding detail information from the Successor Agency or the Trustee, on payable date in accordance with their respective holdings shown on DTC ’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, or the Successor Agency, subject to any statutory or regulatory requirements as may be in effect from time to time. Principal, premium (if any), and interest payments with respect to the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Successor Agency or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Successor Agency or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, certificates representing the Bonds are required to be printed and delivered.

The Successor Agency may decide to discontinue use of the system of book -entry-only transfers through DTC (or a successor securities depository). In that event, representing the Bonds will be printed and delivered to DTC in accordance with the provisions of the Indenture.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Successor Agency believes to be reliable, but the Successor Agency takes no responsibility for the accuracy thereof.

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Appendix D

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 Housing Tax Allocation Bonds, Series 2023B (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 Bond s 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 offici al 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

* Preliminary, subject to change.

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Appendix D

in order to assist the Participating Underw riter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5).

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 EM MA 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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Appendix D

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 Available LMIHF Funds (substantially in the form of Table 5 in the Official Statement).

(4) Projection of Available LIMHF Funds for Debt Service and Debt Service Coverage for the Bonds (and any outstanding 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 Series 2020B Reserve Account of the Series B Debt Service Fund.

(7) The amount of the Reserve Requirement for the 2018B 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 2018B 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;

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Appendix D

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

(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 material 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, other 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 si milar 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 o bligation 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 paragraph (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 m eanings ascribed thereto in SEC Release No. 34 - 83885 (August 20, 2018), or any further guidance or releases provided by Securities and Exchange Commission.

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(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 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 governmental 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 Age ncy 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 carrying 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 prepared 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 rep orts, 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 ev ent 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 Dissemination 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, upo n 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 Successor 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

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change in legal requirements, change i n 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 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 opini on 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 type (or in the case of a change of accounting principles, on the presentati on) 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 dissemi nating 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 failu re 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 s hall 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 Housing Tax Allocation Bonds, Series 2020B

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 i n 1975 and is the newest city on the Monterey Peninsula. The City includes part 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 Fo rt 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 academic 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 Mon terey 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 Pacific 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 installations 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

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Appendix F

Spanish Bay are well 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 funds), 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). De ducted 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 “dispos able 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

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FISC

AL CONSULTANT REPORT
Prepared for:

SUCCESSOR AGENCY TO THE

MARINA REDEVELOPMENT AGENCY
Prepared by:

Keyser Marston Associates, Inc.

January 28, 2023

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Table of Contents

1.0 INTRODUCTION 1

1.1 Redevelopment Dissolution in California 1

1.2 The Former Agency Obligation 2

1.3 Site-Specific Revenues Pledged for Payment of the Bonds 2

1.4 The Dunes Development 3

1.5 The Sea Haven Development 4

1.6 Purpose of this Report 4

2.0 MERGED PROJECT AREAS 5

2.1 Redevelopment Plan Limits 5

2.2 Collections toward Cumulative Revenue Limit 6

2.3 Portion of Fort Ord Project Area Included in Site-Specific Revenue Pledged to Bonds 6

3.0 SUCCESSOR AGENCY OBLIGATIONS 7

3.1 County Administrative Fees 7

3.2 Pass Through Obligations 7

3.3 Release of FORA Pass Through Funds Not Needed for FORA Bonds 9

3.4 Senior Successor Agency Tax Allocation Bonds 9

3.5 Successor Agency 2018 and 2020 Bonds 10

3.6 Subordinate Successor Agency Obligations 10

4.0 ASSESSED VALUES 12

4.1 Current Year Assessed Values for the Merged Project Areas 12

4.2 Current Year Assessed Values for the Dunes and Sea Haven Developments 12

4.3 Real and Personal Property 13

4.4 Historic Taxable Values 14

4.5 Values by Property Use 15

4.6 Ten Largest Taxpayers 16

5.0 ASSESSMENT APPEALS 20

5.1 Historic Appeals Filing Outcomes: 2016-17 to 2022-23 21

5.2 Estimated Value Reductions from Pending Assessment Appeals 22

6.0 TAX ALLOCATION AND DISBURSEMENT 24

6.1 Tax Rates 24

6.2 Allocation of Taxes 24

6.3 Unitary Tax Revenues 24

6.4 Tax Receipts to Tax Levy 25

6.5 Pl
edged Non-Housing Funds and Available LMIHF Funds 26

6.6 Procedure to Determine Available Non-Housing Tax Increment Funds and Available LMIHF Funds Following Each RPTTF Distribution 28

7.0 NEW DEVELOPMENT 31

8.0 REVENUE PROJECTION 32

9.0 CAVEATS AND LIMITATIONS 37

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List of Tables
Table 1. Summary of Redevelopment Plan Limits .................................................................................................................................. 5 Table 2. Portions of Fort Ord Project Applicable to Site-Specific Revenues .......................................................................................... 6 Table 3. Subordination Status of Pass Through Payment Obligations, Fort Ord Project ....................................................................... 7 Table 4. FY 2022-23 Assessed Value Merged Project Areas ............................................................................................................... 12 Table 5. FY 2022-23 Assessed Value for Dunes and Sea Haven ........................................................................................................ 13 Table 6. Prop 13 Inflation Factors ......................................................................................................................................................... 14 Table 7. Historic Assessed Values ....................................................................................................................................................... 14 Table 8. FY 2022-23 Taxable Value by Land Use Dunes Development [Area Applicable to Pledged Non- Housing Funds] ............... 15 Table 9. FY 2022-23 Taxable Value by Land Use Combined Dunes and Sea Haven Developments [Area Applicable to Available LMIHF Funds] ....................................................................................................................................................................................... 16 Table 10. Top 10 Taxpayers for the Dunes Development, FY 2022-23 ............................................................................................... 17 Table 11. Top 10 Taxpayers for the Dunes + Seahaven Development, FY 2022- 23 ........................................................................... 17 Table 12. Assessment Appeal Filing Outcomes: FY 2016-17 to FY 2022-23 ....................................................................................... 21 Table 13. Assessment Appeal Valuation Impact: FY 2016-17 to FY 2019- 20* (Resolved Filings) ....................................................... 21 Table 14. Summary of Open Appeal Filings ......................................................................................................................................... 22 Table 15. Estimated Reduction in Assessed Value from Resolution of Pending Appeals .................................................................... 23 Table 16. Collections of Gross RPTTF - Dunes Development ............................................................................................................. 25 Table 17. Collections of Gross RPTTF - Dunes & Sea Haven ............................................................................................................. 25 Table 18. Pledged Non-Housing Funds ................................................................................................................................................ 27 Table 19. Available LMIHF Funds ......................................................................................................................................................... 28 Table 20. County Reported FY 2022-23 Assessed Values and Projected FY 2023-24 Assessed Values ........................................... 32 Table 21. Projection of Pledged Non-Housing Funds: 2023-24 Projection ($Thousands) ................................................................... 34 Table 22. Projection of Pledged Non-Housing Funds: 2% Growth Projection ($Thousands) ............................................................... 35 Table 23. Projection of Available LMIHF Funds – FY 2023-24 and 2% Growth Projections ................................................................ 36

Appendix Tables
Table A1.1. Assessed Value History – Dunes Development…………………………………………………………………………………. 38 Table A1.2. Assessed Value History – Combined Dunes and Sea Haven Developments……………………. ………………………… 39 Table A-2.1. Land Uses Composition, FY 2022-23 – Dunes Development…………………………………… ..………………………… 40 Table A-2.2. Land Uses Composition, FY 2022-23 – Combined Dunes and Sea Haven ……………………. ………………………… 41 Table A-3.1. Ten Largest Assessees 2022-23 – Dunes Development …………………………………………. ………………………… 42 Table A-3.2. Ten Largest Assessees 2022-23 – Combined Dunes and Sea Haven Developments………… ………………………… 43 Table A-4.1. Historic Assessment Appeal Resolutions: FY 2016-17 to FY 2021-22………………………….. ………………………… 44 Table A-4.2. Projected Assessed Value Impacts from Pending Appeals ………………………………………. ………………………… 45 Table A-5.1. Pledged Non-Housing Funds…………………………………………………………………………. ………………………… 46 Table A-5.2. Available LMIHF Funds………………………………………………………………………………… ………………………… 47 Table A-5.3. Historic Tax Revenues - Merged Project Areas…………………………………………………….. ………………………… 48 Table A-5.4. Property Tax Collections Rate, Merged Project Areas…………………………………………….. ………………………… 49 Table A-6.1. Projection of Pledged Non Housing Funds and Available LMIHF Funds for Debt Service – With AV Added from New Homes and Home Sales, Then 0% Growth………………………………………………… 50 Table A-6.2. FY 2023-24 Projection – Projected Pledged Non-Housing Funds……………………………….. ………………………… 51 Table A-6.3. FY 2023-24 Projection – Projected Available LMIHF Funds………………………………………. ………………………… 54 Table A-6.4. FY 2023-24 Projection – Projected Sea Haven RPTTF……………………………………………. ………………………… 57 Table A-7.1. Projection of Pledged Non Housing Funds and Available LMIHF Funds for Debt Service – With AV Added from New Homes and Home Sales, Then 2% Growth…………………………………………………. 60 Table A-7.2. 2% Growth Projection – Projected Pledged Non-Housing Funds………………………………… ………………………… 61 Table A-7.3. 2% Growth Projection – Projected Available LMIHF Funds……………………………………….. ………………………… 64 Table A-7.4. 2% Growth Projection – Projected Sea Haven RPTTF…………………………………………….. ………………………… 67 Table A-8. Projection of Funds to be Released from Pledge to FORA Bonds………………………………….. ………………………… 70 Table A-9. Assessed Value Added from Development and Sale of New Homes……………………………….………………………… 71

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1.0 INTRODUCTION

Keyser Marston Associates, Inc. (“KMA”) has been retained as Fiscal Consultant to the Successor Agency to the Marina Redevelopment Agency (“Successor Agency”) to prepare a review of assessed values and a projection of revenues available for payment of debt service on the Successor Agency’s proposed Tax Allocation Bonds, Series 2023A and Housing Tax Allocation Bonds, Series 2023B (“Bonds”). The Successor Agency is proposing to issue the Bonds to finance its obligations related to the Dunes Development, a mixed-use development project located within a portion of the former Fort Ord in Marina, California, a former United States Army facility that was decommissioned in 1994.

1.1 Redevelopment Dissolution in California

Redevelopment agencies in California were dissolved under ABx1 26 enacted June 2011 and amended by AB 1484 enacted June 2012 and SB 107 enacted September 2015 (“Dissolution Statutes”). AB x1 26 became effective following the December 29, 2011 California Supreme Court decision upholding AB x1 26 while finding companion bill AB x1 27, which would have provided for continued existence of redevelopment agencies agreeing to make specified payments, to be unconstitutional. Successor agencies were established to wind-down the affairs of former redevelopment agencies and administer their financial obligations.

Prior to the passage of ABx1 26, the California Community Redevelopment Law (CRL) and Article XVI, Section 16 of the California Constitution, authorized former redevelopment agencies to receive that portion of property tax revenue generated from the increase of taxable values over the base year taxable values that existed at the time of adoption of a redevelopment project. This portion of property tax revenue was referred to as tax increment. Tax increment could be pledged by a redevelopment agency for the repayment of bonded indebtedness.

Under the Dissolution Statutes, the allocation of tax increment revenues was modified to require county auditor-controllers to deposit former tax increment revenues into a Redevelopment Property Tax Trust Fund (“RPTTF”) for each successor agency. Property taxes in the RPTTF are allocated twice yearly for the payment of (1) certain county administrative costs; (2) pass through payments; (3) Enforceable Obligations (as defined in the Dissolution Statutes) of the former redevelopment agency, as identified by dollar amounts on a Recognized Obligation Payment Schedule (“ROPS”) approved by a local oversight board and the State Department of Finance; and (4) administrative costs of the Successor Agency. The distributions are paid twice a year on January 2
nd and June 1st. Upon paying for these obligations, ABx1 26 requires county auditor-controllers to distribute any remaining RPTTF revenues as property taxes to local government agencies whose tax bases overlap the project area. The Dissolution Statutes also eliminate the previous requirement to set-aside 20% of the former tax increment revenues for affordable housing in a separate housing fund. Successor agencies are precluded from incurring new financial obligations with limited exceptions, which include for the issuance of

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bonds to make payments under enforceable obligations under the conditions specified in Health and Safety Code (“H&S”) Section 34177.5(a) (4).

1.2 The Former Agency Obligation

The Successor Agency’s obligations related to the Dunes Development are contained in the Disposition and Development Agreement entered into on May 31, 2005 with Marina Community Partners, LLC (the “Developer”), the Implementation Agreement Regarding University Village dated September 9, 2006, the Second Implementation Agreement Regarding University Village dated August 5, 2008, the Tax Increment Financing Plan and Agreement, dated August 5, 2008, two Promissory Notes each 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 (“Operating Agreement”). These agreements are collectively referred to as the “Former Agency Obligation.” The Former Agency Obligation is an enforceable obligation listed on the Successor Agency’s Recognized Obligation Payment Schedule that requires the Successor Agency to reimburse the Developer for certain eligible infrastructure, affordable housing, and other eligible project costs. Developer reimbursements are funded by semi-annual payments of site-specific Redevelopment Property Tax Trust Fund revenues and through the proceeds of bonds that are required to be issued by the Successor Agency, secured by the same site-specific revenues.

1.3 Site-Specific Revenues Pledged for Payment of the Bonds

Bonds issued pursuant to the Former Agency Obligation are secured by a pledge of certain site- specific RPTTF revenues of the Successor Agency generated by the Dunes Development and, in the case of bonds issued to reimburse the Developer for certain eligible housing costs, the Sea Haven Development (formerly Marina Heights). The Sea Haven Development is a separate development project also located on the Former Fort Ord Army Base. Revenues pledged for payment of the Bonds consist of the following two revenue streams defined in the Indenture of Trust for the Bonds:

(1) Pledged Non-Housing Funds are pledged for payment of the Series 2023A Bonds.

Pledged Non-Housing Funds are site-specific RPTTF revenues generated by the Dunes Development. Pledged Non-Housing Funds are equal to the sum of:

(A) Available Non-Housing Tax Increment Funds, as defined in the Former Agency Obligation and the Indenture of Trust for the Bonds, are the RPTTF revenues allocated to the Successor Agency and generated by the Dunes Development after deduction of an allocable share of: (1) County of Monterey (“County”) administrative costs; (2) the amount that would have been required to be deposited in the Low and Moderate Income Housing Fund (“LMIHF”); (3) pass throughs payments; and (4) ten percent (10%) of the net available after the preceding three deductions; and

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(B) Pass through payments that derive from the Dunes Development that have been subordinated to payment of debt service on the Bonds. For purposes of the Bonds, pass through payments that derive from the Dunes Development to agencies other than the Fort Ord Reuse Authority (FORA) are subordinate. Pass through payments to FORA are non-subordinate.

(2) Available LMIHF Funds are pledged for payment of the Series 2023B Bonds. Available LMIHF Funds are site-specific RPTTF revenues allocated to the Successor Agency generated by the Dunes Development and the Sea Haven Development that would have been required to be deposited into the Low and Moderate-Income Housing Fund of the former Agency, minus 10% of that amount. Available LMIHF Funds equal 18% of gross RPTTF revenue generated by the Dunes Development and Sea Haven Development (90% of the former 20% housing set-aside = 18%).

1.4 The Dunes Development

The Dunes Development is a mixed-use development project located in the City of Marina across State Highway One from Marina State Beach and the Pacific Ocean. The Dunes Development encompasses approximately 266 acres or 341 gross acres inclusive of land dedicated to backbone infrastructure and parks.

Completed components of the Dunes Development, as of the end of August 2022, include:
 Approximately 431,000 square feet of retail with stores including Target, Kohls, and Recreational Equipment Incorporated (“REI”), and a five-screen cinema;  A 106-room Marriot Springhill Suites Hotel;
 A 63,000-square foot Community Hospital of the Monterey Peninsula outpatient medical facility;
 A 140,000 square foot Veterans Administration (“VA”) medical center;  Approximately 406 single family homes and duplex units; and  108 apartments (deed-restricted affordable).

Building permits had been issued but construction was not yet complete on the following additional components of the Dunes Development, as of the end of August 2022:
 A pproximately 100 market rate single family homes and duplex units;  142 apartment units (deed-restricted affordable) on two sites; and  H otel with 94 guest rooms.

In addition to completed and under construction components of the Dunes Development, future buildout is anticipated to include up to an additional 481 residential units, 300 hotel rooms,

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396,000 square feet of office, research and development, or light industrial uses, and approximately 50,000 square feet of retail.

1.5 The Sea Haven Development

The Sea Haven Development, formerly known as Marina Heights, is planned for a total of 1,050 single family residential units. Construction of homes commenced in 2016. Through August 2022, approximately 449 new homes had been completed and building permits have been issued for construction of an additional 41 homes. In addition to homes that are either complete or under construction, future buildout of the Sea Haven Development is planned to include approximately 560 additional homes.

1.6 Purpose of this Report
This Fiscal Consultant Report provides a projection of site-specific revenues, including Pledged Non-Housing Funds and Available LMIHF Funds, that are available for payment of debt service on the Bonds. Projections reflect reported fiscal year (“FY”) 2022-23 assessed values and County records regarding transfers of ownership recorded subsequent to the January 1, 2022 lien date applicable to the FY 2022-23 assessment roll as well as assessed value added from construction of new homes for which a final certificate of occupancy has been issued through August 2022. This report also provides information regarding the applicable redevelopment plan limits, historic assessed value trends, distribution of assessed values by identified land use types, top ten property taxpayers, potential valuation impacts resulting from pending assessment appeals, and a history of Pledged Non-Housing Funds and Available LMIHF Funds.

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2.0 MERGED PROJECT AREAS

The City of Marina has three former redevelopment project areas which have been fiscally merged, together referred to as the “Merged Project Areas”, including the:
 Fort Ord Redevelopment Project Area Number Three (“Fort Ord Project”) established in 1999, 1,805 acres;
 Marina Municipal Airport Area Project (“Airport Project”) established in 1997, 1,391 acres; and
 Marina Redevelopment Project Area (“Marina Project”) established in 1986, 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. The Marina Project includes commercial and residential areas in central Marina. The Redevelopment Plan for the Marina Project was adopted by City Ordinance No. 86-11 on August 5th, 1986; the Airport Project was adopted on September 17, 1997 by City Ordinance 97-09; and the Fort Ord Project was adopted by City Ordinance 99-21 on November 2nd, 1999. The areas were fiscally merged in 2009 by adoption of City Ordinances 2009-08, 2009-09 and 2009-10. Notwithstanding the ability of fiscally merged project areas to pool funds, funds from the Airport and Marina Projects are not pledged for payment of the Bonds.

Pledged Non-Housing Funds and Available LMIHF Funds pledged to the Bonds are only derived from a portion of the Fort Ord Project.

2.1 Redevelopment Plan Limits

Time and dollar limits on the allocation of revenues contained in the redevelopment plans for the Airport Project and the Fort Ord Project remain effective. Although SB 107 eliminated time and dollar limitations for most former redevelopment project areas for the purposes of payment of enforceable obligations, the legislation did not eliminate redevelopment plan limits applicable to former military base redevelopment project areas. Table 1 provides a summary of redevelopment plan limits that remain in place:

Table 1. Summary of Redevelopment Plan Limits
Marina Project Airport Project Fort Ord Project
Size in Acres 168 acres 1,391 acres 1,805 acres
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

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

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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. As of the date of this report, $21,145,000 of bonded indebtedness was outstanding. With issuance of the Bonds, the Successor Agency will continue to comply with this limit.

2.2 Collections toward Cumulative Revenue Limit

Based on tax increment receipt records of the Successor Agency and information provided by the County Auditor-Controller, approximately $92.3 million has been received through FY 2021- 22 toward the $4 billion cumulative revenue limit for the Merged Project Areas. Based upon the growth assumptions incorporated into the Table 22 revenue projections, $443 million or approximately 11% of the $4 billion limit is projected to be collected through the 2043 final maturity for the proposed Bonds. For the $4 billion tax increment revenue limit to be reached prior to the final debt service payment in 2043, it is estimated that RPTTF revenues for the Merged Project Areas would need to grow at a compound annual growth rate more than approximately 22% per year. This is nearly double the compound annual growth rate over the 2012-13 to 2022-23 period of 11.9%.

2.3 Portion of Fort Ord Project Area Included in Site-Specific Revenue Pledged to Bonds

The Pledged Non-Housing Funds and Available LMIHF Funds pledged to the Bonds reflect site- specific revenues derived from the Dunes Development and Sea Haven Development portions of the Fort Ord Project, as identified in Table 2. The Dunes Development encompasses approximately 341 gross acres and the Sea Haven Development encompasses approximately 248 acres. Together the Dunes and Sea Haven Developments represent approximately 97% of the FY 2022-23 Fort Ord Project incremental assessed value and 78% of the total FY 2022-23 incremental assessed value of the Merged Project Areas.

Table 2. Portions of Fort Ord Project Applicable to Site-Specific Revenues Pledged to Payment of the Bonds
Dunes
Development
Sea Haven
Development
Balance of
Fort Ord Project
Size in Acres 341 acres* 248 acres 1,216 acres
Included in Pledged Non-Housing Funds Yes No No
Included in Available LMIHF Funds Yes Yes No
*The acreage of the Dunes Development is 266 acres without inclusion of backbone infrastructure and parks.

The discussion in the following sections primarily focuses on the Fort Ord Project, and the Dunes Development and Sea Haven Development portions of the Fort Ord Project from which the site-specific Pledged Non-Housing Funds and Available LMIHF Funds pledged for payment of the Bonds are derived.

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3.0 SUCCESSOR AGENCY OBLIGATIONS

The following section describes obligations of the Successor Agency including County administrative costs, pass through obligations, bond debt service, and other enforceable obligations. Because all the revenue pledged for payment of the Bonds is derived from the Fort Ord Project, the discussion of pass through obligations focuses on the Fort Ord Project.

3.1 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 jurisdictions, including redevelopment agencies, on a year-to- year basis. H&S 34182 (a) (3) also provides for recovery of County costs in connection with performing duties related to the dissolution of redevelopment agencies. The FY 2021-22 charges allocable to the Fort Ord Project equate to approximately 1.53% of secured and unsecured RPTTF revenues for the Fort Ord Project. The projections included on Tables 21 to 23 assume that the County administrative costs will continue to be charged at approximately

1.53% of total revenue in subsequent fiscal years. An allocable share of County administrative charges is deducted for purposes of determining the Pledged Non-Housing Funds that are available to pay debt service on the Series A Bonds.

3.2 Pass Through Obligations

The pass through payment obligations for the Fort Ord Project that apply to the determination of Pledged Non-Housing Funds are established in the Fort Ord Section of Redevelopment Law under H&S 33492.71 and 33492.78. Pass through payments applicable to the determination of Pledged Non-Housing Funds to all agencies other than FORA are subordinate to the Series 2023A Bonds and prior parity issuances (described in Section 3.5), as summarized in Table 3.

Pass through payments to FORA are not subordinate. Accordingly, pass through payments to FORA are deducted for purposes of the projection of Pledged Non-Housing Funds presented on Tables 21 and 22 and pass through payments to other agencies are not deducted. Pass through payment obligations applicable to the Marina Project and Airport Project do not affect the determination of Pledged Non-Housing Funds. Pass through payment obligations do not affect the amount of Available LMIHF Funds because it is calculated based on gross RPTTF revenues prior to deduction of pass through amounts.

Table 3. Subordination Status of Pass Through Payment Obligations, Fort Ord Project NOT Subordinate
to debt service on the Bonds
Subordinate
to debt service on the Bonds
Pass throughs to the
Fort Ord Reuse Authority (FORA) Pass throughs to all other agencies

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The Successor Agency delivered subordination requests for pass throughs applicable to the Fort Ord Project pursuant to H&S 34177.5(c) and H&S 33492.72 on or about November 28, 2022. For taxing agencies that did not return a signed subordination letter, subordination is deemed to be approved 45 days from receipt (on or about January 12, 2023) unless the taxing agency objects based on substantial evidence. No request was made for FORA to subordinate to the 2023 Bonds. FORA was dissolved in 2020 and its pass through is pledged for payment of outstanding bond debt service, as described in Section 3.3. Accordingly, pass through payments to FORA are non-subordinate. Pass through payments to all other taxing agencies are deemed to be subordinate to the Bonds because the agencies either signed and returned the subordination letter or did not object to the request for subordination within the 45-day period.

Pass through requirements for the Fort Ord Project are identified in the Fort Ord section of Redevelopment Law under H&S 33492.71 and 33492.78, which require the following:

a. Payments to Schools – The Monterey Peninsula Unified School District (“MPUSD”) and Monterey Peninsula College (“MPC”) receive a statutory pass through payment under H&S 33492.78. The formula is similar to statutory pass through payments under H&S 33607.5. Three tiers of payments are required. Tier one has applied since adoption and is calculated based on 25% of MPUSD’s and MPC’s respective shares of former tax increment revenues. Tier two payments commenced in FY 2010-11 and are based on 21% of the revenues derived from the incremental growth in assessed value over an FY 2009-10 adjusted base year assessed value. Tier three payments commence in FY 2030-31 and are based on 14% of revenues derived from the incremental growth over a FY 2029-30 adjusted base year assessed value. Payments are calculated based on the 80% share of revenue remaining after deduction of the 20% portion of revenues formerly required to be deposited into a separate Low and Moderate Housing Fund.

b. Payments to Other Agencies – Pursuant to H&S 33492.71, pass through payments to taxing agencies other than MPUSD and MPC are based on applying a percentage factor to the amount of former tax increment remaining after deduction of a) the 20% share formerly required to be deposited into the Low and Moderate-Income Housing Fund and b) payments to MPUSD and MPC described above (“net remaining”). Payments are as follows:
 The County receives a 25% share of the net remaining;  FORA receives a 35% share of the net remaining; and
 All other taxing agencies, except the City, receive a share of 5% of the net remaining proportionate to their incremental property tax share within the Fort Ord Project. These other agencies include the County Library, Monterey County Office of Education, Monterey County Water Resources Agency, Monterey Peninsula Regional Park District, Monterey Peninsula Water Management District, Moss Landing Harbor District, and the North Salinas Valley Mosquito Abatement District.

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3.3 Release of FORA Pass Through Funds Not Needed for FORA Bonds

A share of Pledged Non-Housing Funds is derived from amounts passed through to FORA that remain after payment of annual debt service on FORA bonds, which is then released and redistributed (“Released FORA Funds”). Released FORA Funds are projected to add approximately $367,000 to the projected Pledged Non-Housing Funds in FY 2023-24 presented on Table 21 and 22.

Pursuant to Section 67700 of the California Government Code, FORA sunset on June 30, 2020.

H&S 33492.71 provides that FORA will continue to be allocated funds necessary for payment of principal and interest on its outstanding debt. Funds not needed for debt are redistributed with 38% allocated to the County, 8% to other taxing agencies, and 54% available to the Successor Agency for payment of enforceable obligations, including the Bonds.

FORA issued its Tax Allocation Bonds, Series 2020 (“FORA Bonds”), secured by FORA‘s share of RPTTF revenues derived from two former redevelopment project areas, the Fort Ord Project in the City of Marina and a separate project area encompassing a portion of the former Fort Ord within the City of Seaside. Debt service on the FORA Bonds extends through 2037 and is paid from FORA’s share of RPTTF revenues allocated through FY 2036-37. Under the terms of the indenture for the FORA Bonds, funds not needed for debt service are released in September of each year for redistribution in accordance with H&S 33492.71.

For purposes of the projections presented on Table 21 and 22, FORA funds that are not needed for debt service on the FORA Bonds are assumed to be released for redistribution. Table A-8, at the end of this report, provides the supporting projection of Released FORA funds. Released FORA Funds are projected based on the calculated FY 2022-23 FORA pass through amount, less debt service on the FORA Bonds
1, less a proportionate share of specified administrative expenses payable from Released FORA Funds, estimated at $10,000 per year. The portion of Released FORA Funds that is derived from the Dunes Development and available to pay Successor Agency enforceable obligations is included in the determination of Pledged Non- Housing Funds.

3.4 Senior Successor Agency Tax Allocation Bonds

The Successor Agency has outstanding its Marina Municipal Airport Area 2000 Tax Allocation Bonds, Series A (“2000 Bonds”). The 2000 Bonds were issued prior to the fiscal merger and are secured by a pledge of RPTTF revenues derived from the Airport Project only. The outstanding principal on the 2000 Bonds is $320,000 and the future maximum annual service is $46,069.

1 Debt service does not include $920,000 in Deemed Escrow Bonds remaining following the October 2022 release of FORA escrow bonds. Additional releases of escrow bonds would result in increased debt service but would not result in a net reduction in Released FORA Funds because of the requirement for a minimum of 1.25 debt service coverage for a release to occur.

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Debt service on the 2000 Bonds is paid with revenue that is not pledged to the Bonds. Tax Revenues, as defined in the Indenture of Trust, include revenues from throughout the Merged Project Areas. Only a portion of Tax Revenues derived from a portion of the Fort Ord Project is included in Pledged Non-Housing Funds and Available LMIHF Funds. Payments on the 2000 Bonds are deducted in determining the amount of Tax Revenues generated by the Merged Project Areas that is available for inclusion in Pledged Non-Housing Funds and Available LMIHF Funds. However, Tax Revenues derived from the balance of the Merged Project Areas are sufficient to pay debt service on the 2000 Bonds without utilizing any Pledged Non-Housing Funds or Available LMIHF Funds. In FY 2021-22, Tax Revenues from the Airport Project and Marina Project were approximately $1,443,000, well in excess of the $46,069 maximum annual debt service for the 2000 Bonds. Accordingly, payments on the 2000 Bonds have not been deducted from Pledged Non-Housing Funds or Available LMIHF Funds for purposes of the Table 21, 22 and 23 revenue projections.

3.5 Successor Agency 2018 and 2020 Bonds

The Successor Agency previously issued its:
 Tax Allocation Bonds, Series 2018A and Housing Tax Allocation Bonds, Series 2018B (“2018 Bonds”); and
 Tax Allocation Bonds, Series 2020A and Housing Tax Allocation Bonds, Series 2020B (“2020 Bonds”)

The 2018 Bonds and 2020 Bonds were issued to finance obligations under the Former Agency Obligation.

The proposed Series 2023A Bonds are secured on a parity with the Series 2018A and 2020A Bonds and the proposed Series 2023B Bonds are secured on a parity with the Series 2018B and 2020B Bonds.

3.6 Subordinate Successor Agency Obligations

The following is a summary of Successor Agency obligations payable on a subordinate basis to the proposed Bonds:

a. Subordinated Former Agency Obligation Payments

The Former Agency Obligation requires the following payments to be made to the Developer:

 All Available Non-Housing Tax Increment Funds through October 2037, to the extent remaining after payment of debt service on the 2023A, 2020A and 2018A Bonds and any future bonds issued to fund obligations under the Former Agency Obligation, are

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required to be paid to the Developer to reimburse infrastructure and other eligible expenditures related to the Dunes Development.

 All Available LMIHF Funds through October 2027, to the extent remaining after payment of debt service on the 2023B, 2020B and 2018B Bonds and any future bonds issued to fund obligations under the Former Agency Obligation, are required to be paid to the Developer to reimburse expenditures related to the affordable housing component of the Dunes Development.

The Former Agency Obligation requires issuance of the Bonds, and potentially future bonds, secured by a pledge of the Pledged Non-Housing Funds and Available LMHIF Funds to reimburse eligible expenditures related to the Dunes Development. The obligation to issue bonds secured by Pledged Non-Housing Funds sunsets October 2037 when the non- housing payment obligation ends. The obligation to issue bonds secured by Available LMIHF Funds sunsets October 2027 when the Available LMIHF Funds payment obligation ends. Debt service on bonds issued pursuant to the Former Agency Obligation will extend past the sunset dates. Sunset dates reflect adjustments pursuant to the Excused Delay provisions of the Former Agency Obligation, as documented in a schedule of Conforming Clarifications to the Schedule of Performance attached to the Operating Agreement.

Payments to the Developer occur semi-annually following receipt of the January and June RPTTF allocations by the Successor Agency. The Developer will be required to subordinate its rights to receive semi-annual payments to debt service on the Bonds through execution of a waiver at closing, as occurred with respect to the 2018 and 2020 Bonds. Accordingly, subordinated payments under the Former Agency Obligation are not deducted from Pledged Non-Housing Funds or Available LMIHF Funds for purposes of the Table 21, 22, and 23 revenue projections.

b. Other Subordinate Obligations

Other Successor Agency obligations identified on its ROPS schedule constitute administrative expenses and an unsecured City advance, which are subordinate to debt service on the Bonds. Payments on other subordinate obligations are not deducted from Pledged Non-Housing Funds or Available LMIHF Funds for purposes of the Table 21, 22, and 23 revenue projections.

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4.0 ASSESSED VALUES

4.1 Current Year Assessed Values for the Merged Project Areas

The assessed values for the Merged Project Areas are prepared annually by the County Assessor and reflect a lien date on the January 1st which precedes the beginning of the applicable fiscal year. Each property assessment is assigned a unique Assessor Parcel Number (“APN”) that correlates to assessment maps prepared by the County. The corresponding assessed values for each parcel are then encoded to Tax Rate Areas (“TRAs”) which are geographic sub-areas with a common distribution of taxes and which are contained within the boundaries of the Merged Project Areas.

The County Auditor-Controller is responsible for the aggregation of the assessed values assigned by the Assessor for properties within the boundaries of each component project area of the Merged Project Areas. This results in the reported total current year assessed value and becomes the basis for determining tax revenues to be allocated to the RPTTF for the Successor Agency. Table 4 summarizes the FY 2022-23 taxable assessed values for the Merged Project Areas.

Table 4. FY 2022-23 Assessed Value Merged Project Areas Marina Project
Airport
Project
Fort Ord
Project
Merged Project
Areas Total
Secured $233,687,948 $10,026,563 $989,907,851 $1,233,622,362 Unsecured 11,628,252 43,547,388 38,408,565 93,584,205
Total Assessed Value 245,316,200 53,573,951 1,028,316,416 1,327,206,567

Less: Base Year AV (36,183,999) (3,523,747) (30,389) (39,738,135) Incremental Assessed Value $209,132,201 $50,050,204 $1,028,286,027 $1,287,468,432

4.2 Current Year Assessed Values for the Dunes and Sea Haven Developments

Pledged Non-Housing Funds are derived from the subset of parcels within the Fort Ord Project corresponding to the Dunes Development.

Available LMIHF Funds are derived from the subset of parcels within the Fort Ord Project that includes both the Dunes Development and the Sea Haven Development.

The Successor Agency retains a consultant to annually identify and determine the aggregate taxable assessed value of parcels applicable to the Dunes and Sea Haven Developments for purposes of calculating required payment amounts under the Former Agency Obligation (see Section 6.6 for more information). Assessed values of the Dunes Development and the Sea Haven Development portions of the Fort Ord Project for FY 2022-23 are summarized in Table 5.

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Table 5. FY 2022-23 Assessed Value for Dunes and Sea Haven Dunes Development
[applies to Pledged
Non-Housing Funds]

Sea Haven
Development
Combined
Dunes and Sea Haven
[applies to Available
LMIHF Funds]
A. B. = A. + B.

Secured $513,426,094 $464,023,218 $977,449,312
Unsecured $20,516,699 $2,230 $20,518,929
Total Assessed Value $533,942,793 $464,025,448 $997,968,241

Less: Base Year AV $0 $0 $0
Incremental Assessed Value $533,942,793 $464,025,448 $997,968,241

The amounts indicated above are net of tax-exempt property2. The Dunes and Sea Haven Developments represent approximately 97% of the FY 2022-23 Fort Ord Project incremental assessed value and 78% of the total FY 2022-23 incremental assessed value of the Merged Project Areas.

Secured property includes property for which taxes levied by the County become a lien on that property. Unsecured property typically includes the value of tenant improvements, trade fixtures, and personal property. Unsecured property also includes possessory interests constituting a right to the possession and use of property for a period less than perpetuity. Assessed values for unsecured property reflect depreciation factors on the useful life of such property.

The volatility ratio applicable to both the Pledged Non-Housing Funds and Available LMIHF Funds is zero due to the zero base year value applicable to these properties. The volatility ratio is a metric used to assess sensitivity to changes in assessed value and is computed as base year assessed value divided by current year assessed value. A ratio of zero indicates the least sensitivity and a ratio of 1.0 indicates the greatest sensitivity to assessed value changes.

4.3 Real and Personal Property

Real Property, as referred to in this report, is defined to represent land and improvement assessed values on both the Secured and Unsecured property tax rolls of the County Assessor.

Annual increases in the assessed value of Real Property are limited to an annual inflationary increase of up to 2%, as governed by Article XIIIA of the State Constitution and known as the Proposition 13 inflation factor. Real Property values also increase or decrease as a result of a property's change of ownership or new construction activity. As discussed below, the assessed value of taxable property is subject to reduction under certain conditions.

For property tax purposes, the Proposition 13 inflation factor is subject to the State’s Consumer Price Index (“CPI”) inflation adjustment of up to 2% per year. The CPI adjustment is based on the change in the CPI from October to October of the following year. The Proposition 13 inflation

2 Except for the homeowner’s exemption which is reimbursed to local governments through a State subvention and is included as part of RPTTF revenue.

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factor for FY 2022-23 is 2%. The annual Proposition 13 factor has been less than 2% for four of the last 10 fiscal years, as shown in Table 6.

Table 6. Prop 13 Inflation Factors
10 Year History
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%

The assessed value of Personal Property is not subject to the maximum 2% inflationary increase and is subject to annual appraisal, either upward or downward. Non-Unitary properties assessed by the State Board of Equalization (“SBE”) may also be revalued annually and are not subject to the annual 2% inflation limitation under Proposition 13.

4.4 H istoric Taxable Values

Aggregated taxable assessed values for the Dunes Development and combined Dunes and Sea Haven Developments from FY 2013-14 to FY 2022-23 are summarized in Table 7. Further detail is provided on Appendix Tables A-1.1 and A-1.2.

Table 7. Historic Assessed Values
Dunes Development
[Applicable to Pledged Non-
Housing Funds]
Combined
Dunes Development and Sea Haven
Development
[Applicable to Available LMIHF Funds]
Assessed Value % change Assessed Value % change
2013-14 154,333,552 171,986,615
2014-15 166,579,033 7.9% 187,762,474 9.2%
2015-16 152,351,520 -8.5% 174,221,528 -7.2%
2016-17 209,773,143 37.7% 231,643,151 33.0%
2017-18 288,998,490 37.8% 322,398,824 39.2%
2018-19 373,752,857 29.3% 469,589,106 45.7%
2019-20 415,399,559 11.1% 601,063,721 28.0%
2020-21 467,785,011 12.6% 710,473,391 18.2%
2021-22 513,218,643 9.7% 848,871,812 19.5%
2022-23 533,942,793 4.0% 997,968,241 17.6%

Annualized 14.8% 21.6%
% Change

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Over the 10-year period from FY 2013-14 to FY 2022-23, assessed values increased at an annualized rate of 14.8% per year for the Dunes Development and 21.6% per year for the combined Dunes and Sea Haven Developments. Growth in assessed values since FY 2013-14 was driven by new construction within the Dunes and Sea Haven developments. The downward adjustment to assessed value in FY 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 FY 2015-16 due to eligibility for a property tax exemption.

4.5 Values by Property Use

A distribution of FY 2022-23 taxable assessed values by County Assessor-designated land use for the Dunes Development and combined Dunes and Sea Haven Developments are summarized in Tables 8 and 9. Additional detailed land use categories are presented on attached Tables A-2.1 and A-2.2. The analysis is based upon the County Assessor’s land use classification system for the secured roll (the Monterey County Assessor does not assign a land use code for most unsecured assessments.)

Dunes Development (Table 8) [Area Applicable to Pledged Non-Housing Funds] – For the Dunes Development, residential properties account for 58.5% of aggregate 2022-23 taxable value; commercial properties account for 23.5%; two medical facilities account for 14.2%; and unsecured assessments account for the remaining 3.8% of taxable value. Unsecured assessments are primarily business personal property of tenants within the commercial component of the Dunes Development.

Table 8. FY 2022-23 Taxable Value by Land Use
Dunes Development [Area Applicable to
Pledged Non-Housing Funds]

No. of
Parcels* Taxable Value
% of
Total
Residential 559 $312,285,933 58.5%
Commercial 43 125,506,440 23.5%
Institutional / Medical 3 75,633,721 14.2%
Roads / Non-Taxable 35 - 0.0%
Unsecured 58 20,516,699 3.8%
Total 698 $533,942,793 100.0%

Note: more detailed breakout of land uses is provided on Table A-2.1 *Includes 640 secured parcels and 58 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.

Combined Dunes and Seahaven Developments (Table 9) [Area Applicable to Available LMIHF Funds] – For the combined Dunes and Sea Haven Developments, residential properties account for 77.8% of aggregate 2022-23 taxable value; commercial properties account for Residential

58.5%
Commercial

23.5%Medical

14.2%Unsecured

3.8%

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12.6%; two medical facilities account for 7.6%; and unsecured assessments account for the remaining 2.1% of taxable value.

Table 9. FY 2022-23 Taxable Value by Land Use
Combined Dunes and Sea Haven Developments
[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 75,633,721 7.6%
Roads / Non-Taxable 78 - 0.0%
Unsecured 59 20,518,929 2.1%
Total 1,344 $997,968,241 100.0%

Note: More detailed breakout of land uses is provided on Table A-2.2 *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.

4.6 Ten Largest Taxpayers

The ten largest taxpayers for the Dunes Development and combined Dunes and Sea Haven Developments are presented in Tables 10 and 11, below. Appendix Tables A-3.1 and A-3.2, attached, provide additional breakout between secured and unsecured property. Multiple legal entities associated with a single ownership are aggregated; for example, Shea includes two separate legal entities associated with the Developer which are aggregated for purposes of the analysis of top taxpayers (see footnotes to Table A-3.1 and A-3.2 for details).

For the Dunes Development, the ten largest taxpayers for FY 2022-23 represent 47.2% of total and incremental assessed value3.

For the combined Dunes and Sea Haven Developments, the ten largest taxpayers for FY 2022- 23 represent 35.4% of total and incremental assessed value.

3 Given the base year assessed value is zero, the percent of total and percent of incremental assessed value are the same.

Residential

77.8%
Commercial

12.6%
Medical

7.6%
Unsecured

2.1%

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Table 10. Top 10 Taxpayers for the Dunes Development, FY 2022-23 [Area Applicable to Pledged Non-Housing Funds]
Principal Number of Assessed Value % of Total and
Incremental AV(2) Taxpayer Land Use Parcels(1) FY 2022-23 1 Shea Homes (Developer) Land and new homes
under development
256 $58,087,523 10.9%
2 Hamstra-Appleton LLC VA medical center 1 54,431,255 10.2% 3 Pacific Coast Highway Property LLC Shopping center 13 38,021,108 7.1% 4 Target Corporation Target store 2 28,743,900 5.4%
5 Community Hospital Properties Inc. Outpatient care and fitness center
6 24,568,058 4.6%
6 Monterey Peninsula Hotels Group LP Hotel (Marriot
Springhill Suites)
1 20,026,452 3.8%
7 Kohls Department Stores Inc. Kohls store 1 9,281,905 1.7% 8 Net Lease Realty Movie theater 1 8,742,917 1.6%
9 SKN Properties Retail 4 7,027,604 1.3%
10 Nimri Rami Three homes 3 2,928,168 0.5%
Total Top 10 Taxpayers 288 $251,858,890 47.2%
(1) Identified number of parcels also includes the number of unsecured assessments. See Table A-3.1 for breakout of secured and unsecured.
(2) percentages calculated based upon FY 2022-23 assessed value and incremental assessed value of $533,942,793 (base year AV is zero).

Table 11. Top 10 Taxpayers for the Dunes + Seahaven Development, FY 2022-23 [Area Applicable to Available LMIHF Funds]
Principal Number of Assessed Value % of Total and
Incremental AV(2) Taxpayer Land Use Parcels(1) FY 2022-23 1 Wathen Castanos Homes Land and new homes
under development
243 $103,867,307 10.4%
2 Shea Homes (Developer) 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 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 Top 10 Taxpayers 528 $352,798,029 35.4%
(1) Identified number of parcels also includes the number of unsecured assessments. See Table A-3.2 for breakout of secured and unsecured.
(2) percentages calculated based upon FY 2022-23 assessed value and incremental assessed value of $997,968,241 (base year AV is zero).

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The following provides a brief description of each of the top ten taxpayers for the Dunes Development:

1. 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.

2. 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.

3. 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.

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

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

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

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

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

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

10. Nimri Rami is the owner of three homes in the Dunes Development.

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For the combined Dunes and Sea Haven Developments, the list of top taxpayers is similar except that the largest assessee is the developer of the Sea Haven Development identified below, with rankings of the other assessees adjusted as shown in Table 11.

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

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5.0 ASSESSMENT APPEALS

Property values determined by the County Assessor may be subject to an appeal by the property owner. Assessment appeals are filed 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. Revenue and Taxation Code §1604 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 apply the applicant’s opinion of value.

The majority of appeal filings applicable to the Dunes Development and Sea Haven Development are Proposition 8 appeals which relate to temporary declines in market value.

Assessed value reductions as a result of Proposition 8 appeals are subject to annual review by the Assessor and potential restoration over time based on future increases in market value. “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 under Proposition 13 on an on-going basis.

The resolution of an appeal may result in a reduction to the Assessor's original taxable value and a tax refund to the property owner. Monterey County allocates tax refunds resulting from assessment appeals on a proportionate basis to all taxing agencies and RPTTF funds countywide without regard to the specific tax rate 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 RPTTF funds within the County, which dampens the potential impact that any individual appeal has on RPTTF 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% over the past five years (see Table A-5.4).

Additionally, as shown in Section 6.4, the collections rate specific to Pledged Non-Housing Funds has averaged 108% while the rate specific to Available LMIHF Funds has averaged 114% with consideration of supplemental taxes in addition to regular secured and unsecured taxes. The primary risk from appeals within the Dunes and Sea Haven Developments is the potential future reduction in assessed value and generation of future RPTTF. Monterey County’s practice of allocating the impact of appeal refunds countywide rather than to the specific area in which appeals occur is not universal among California counties and some counties do track appeal refunds at the tax rate area level so that refunds occurring within a redevelopment project area may be allocated to the RPTTF for the applicable successor agency. It is possible that Monterey County could adopt this practice in the future.

KMA researched the status of assessment appeals filed by property owners in the Dunes and Sea Haven Developments based upon information available from the County Appeals Board database for FY 2016-17 through 2021-22. Copies of assessment appeal applications were

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obtained to supplement data available through the County appeals database. For FY 2022-23, appeals data was not yet available from the County Appeals Board; however, the Developer provided the assessment appeal applications for the appeals it filed. The data does not include any appeals that property owners other than the Developer might have filed. Over the preceding five years, the Developer was responsible for approximately 90% of assessment appeal filings within the Dunes and Sea Haven Developments.

5.1 Historic Appeals Filing Outcomes: 2016-17 to 2022-23

Table 12 summarizes assessment appeal filing outcomes within the Dunes and Sea Haven Developments during the years 2016-17 to 2022-23, including Secured and Unsecured Roll appeals. The County Assessment Appeals Board database includes 66 resolved appeal filings.

As shown in Table 12, 83% of resolved appeal filings were reduced or stipulated, while 17% were subsequently denied or withdrawn. Seventy five of the 82 total appeals were filed by the Developer of the Dunes Development.

Table 12. Assessment Appeal Filing Outcomes: FY 2016-17 to FY 2022-23 Resolved
Fiscal Year
Total
Filings
Open
Filings
Resolved
Total
Denied or
Withdrawn
Stipulated or
Reduced
2016-17 11 0 11 1 10
2017-18 25 0 25 6 19
2018-19 26 2 24 4 20
2019-20 6 0 6 0 6
2020-21 0 0 0 0 0
2021-22 8 8 0 0 0
2022-23 (1) 6 6 0 0 0
Total 82 16 66 11 55
% of Total 100% 17% 83%

(1) FY 2022-23 data includes only Developer appeals because full appeals data from the County was not yet available.

Resolved appeals since FY 2016-17 had an aggregate contested value of $195.1 million and resulted in an assessed value reduction of $45.5 million, which represents an average net reduction of 23.3% from the Assessor value, as shown in Table 13.

Table 13. Assessment Appeal Valuation Impact: FY 2016-17 to FY 2019-20* (Resolved Filings) Fiscal
Year
No. of
Resolved
Records
Assessor /
Roll Value
($Millions)
Applicant
Opinion of Value
($Millions)
Resolved
Value
($Millions)
Net Reduction
in Value
($Millions)
Average
%
Reduction
2016-17 11 $19.3 $9.0 $12.3 $7.0 36.4%
2017-18 25 $81.9 $48.7 $66.0 $15.9 19.4%
2018-19 24 $82.9 $40.0 $66.3 $16.7 20.1%
2019-20 6 $11.0 $2.8 $5.2 $5.9 53.3%
Total 66 $195.1 $100.5 $149.7 $45.5 23.3%
*There were no appeals in FY 2020-21 and appeals for FY 2021-22 and 2022-23 have not yet been resolved.

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5.2 Estimated Value Reductions from Pending Assessment Appeals

Summary of Pending Appeals

There are sixteen open appeals with an aggregate contested value of $57 million. A combined $41.6 million net reduction in assessed value is requested, as summarized in Table 14. Of the 16 open appeals, three are repeat filings for the same parcel over multiple tax years. There are 13 unique parcels subject to pending appeals. The aggregate contested value for the 13 parcels is $48.3 million and the net reduction in assessed value requested is $34.9 million, based on the most recent appeal filings for parcels that have appeals for multiple tax years.

Table 14. Summary of Open Appeal Filings

No. of
Open
Appeals
Contested
Value
Represented
($Millions)
Applicant
Opinion of
Value
($Millions)
Applicant
Requested Net
Reduction in Value
($Millions)
All Appeals 16 $57.0 $15.4 $41.6
Most Recent Filing Only (1) 13 $48.3 $13.4 $34.9
(1) Includes only the most recent filing for three parcels with repeat appeal filings over multiple years.

Note: Appeal data for FY 2022-23 is based on Developer appeals only. Information on other appeals was not yet available.

Fifteen of the open appeals are for the Dunes development and one is for the Sea Haven Development. Fourteen of the sixteen pending appeals were filed by the Developer.

Estimated Assessed Value Impact from Appeals

The Indenture of Trust for the Bonds prescribes the manner in which the impact of assessment appeals is to be estimated for purposes of determining revenue available to support issuance of additional bonds. The estimated assessed value reduction from assessment appeals is estimated consistent with the prescribed methodology and reflects the following:

(1) For property that is owned by a related entity of the Developer, the estimated assessed value reduction from assessment appeals is based upon the applicant’s opinion of assessed value.

(2) For property not owned by a related entity of the Developer, the estimated assessed value reductions from assessment appeals is 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 opinion of assessed value if a lesser reduction is requested.

Table 15 summarizes the estimated assessed value reduction from pending appeals based on the methodology prescribed by the Indenture of Trust for the Bonds. As shown a reduction of approximately $34.4 million is estimated, representing an average percentage reduction of

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71.2%. This estimated reduction in assessed values reflects resolution of the 13 unique pending appeals. See Table A-4.2 for additional detail.

Table 15. Estimated Reduction in Assessed Value from Resolution of Pending Appeals

Pending
Appeals
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
Property* 11 $46.8 $12.7 $12.7 ($34.1) 72.8%
Other Appeals 2 $1.5 $0.7 $1.2 ($0.3) 20.0%
Total Appeals 13 $48.3 $13.4 $13.9 ($34.4) 71.2%
* Excludes 3 appeal filings that represent repeat filings for the same parcel over multiple years.

Appeal data for FY 2022-23 is based on Developer appeals only. Information on other appeals was not yet available.

The $34.4 million estimated net reduction in assessed value from pending appeals is reflected as a reduction to projected FY 2023-24 assessed values and results in a $187,000 reduction in annual projected Pledged Non-Housing Funds and a $62,000 reduction in annual projected Available LMIHF Funds. While assessed value reductions granted as a result of successful Prop 8 assessment appeals may be restored over time as market valuations increase, for purposes of the revenue projection summarized in Tables 21, 22, and 23, all estimated appeal 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 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.

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6.0 TAX ALLOCATION AND DISBURSEMENT

6.1 Tax Rates

The tax rates which are applied to taxable values consist of two components: the basic levy of $1.00 per $100 of taxable values and the override tax rate which is levied to pay voter approved indebtedness. The basic levy may not exceed 1% ($1.00 of $100 taxable value) in accordance with Article XIIIA. Commencing with dissolution, override levies are no longer allocated to the Redevelopment Property Tax Trust Fund based on H&S Code 38183(a)(1) added by the Dissolution Statutes with limited exceptions

4. Accordingly, a one percent levy is applied in the
revenue projections summarized in Tables 21, 22, and 23.

6.2 Allocation of Taxes

Secured taxes are due in two equal installments and become delinquent if not paid by December 10 and April 10. Unsecured taxes become delinquent if not paid by August 31. The County Auditor-Controller is responsible for the aggregation of taxable values assigned by the Assessor as of the lien date for property within the boundaries of the Merged Project Areas.

This results in the reported total current year Merged Project Areas taxable value and becomes the basis for determining the revenue deposited to the RPTTF of the Successor Agency.

Property tax revenues deposited to the RPTTF (former tax increment revenues) are distributed to the Successor Agency by the County Auditor-Controller twice annually on January 2nd and June 1st in accordance with the Dissolution Statutes. Based on a review of allocations since FY 2017- 18, the January distribution has included in the range of 57% to 62% of the total RPTTF revenues allocated for the fiscal year, with the remaining 38% to 43% of RPTTF is allocated in June.

6.3 Unitary Tax Revenues

Most public utility properties are currently assessed as a single unit on a countywide basis, with assessed value identified on a unitary roll assessed by the California State Board of Equalization. Revenues from unitary property tax assessments are distributed in the following manner: (1) each taxing entity receives the same amount of unitary revenue as in the previous year plus an increase for inflation of up to 2%; (2) if unitary tax revenues are not sufficient to provide the same amount of revenue as the previous year, revenues are allocated in proportion to the prior year unitary revenues; (3) if unitary revenues exceed 102% of the prior year’s allocation, the excess is allocated proportionate to each jurisdiction’s secured property tax revenue. Unitary revenues allocated to the Successor Agency are not included in Pledged Non- Housing Funds or Available LMIHF Funds because they are not generated by either the Dunes or Sea Haven Developments; accordingly, no unitary revenues are included in the revenue projections summarized in Tables 21, 22, and 23.

4 SB 107 clarified that levies in excess of the 1% tax rate that are related to pension programs or the State Water Project may be allocated to a successor agency if they are pledged to the payment of indebtedness obligations and the funds are required to make debt service payments.

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6.4 Tax Receipts to Tax Levy

Tables 16 and 17 present a historic comparison of the computed property tax levy based on assessed value and the actual gross property taxes allocated to the RPTTF for the Successor Agency for the Dunes Development and combined Dunes and Sea Haven Developments. On average, actual collections have averaged approximately 108% of the computed property tax levy for the Dunes Development and 114% for the combined Dunes and Sea Haven Developments considering 1) delinquent taxes 2) redemption payments for prior year delinquent taxes including penalties, and 3) supplemental taxes for increases or decreases in assessed value occurring subsequent to the lien date for the assessment roll (Monterey County does not utilize the Teeter method of allocating property taxes, which protects taxing agencies from the impact of delinquent property taxes). 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.

However, supplemental taxes are tracked at the tax rate area level and supplemental taxes generated by the Dunes and Sea Haven Developments are reflected in the determination of Pledged Non-Housing Funds and Available LMIHF Funds.

Table 16. Collections of Gross RPTTF - Dunes Development Fiscal Year Computed Levy Total Allocated Variance Average Collections 2017-18 $2,889,985 $3,401,569 $511,584 117.70%
2018-19 3,737,529 4,164,504 426,975 111.42%
2019-20 4,153,996 4,330,852 176,857 104.26%
2020-21 4,677,850 4,798,902 121,052 102.59%
2021-22 5,132,186 5,480,140 347,954 106.78%

Average 107.69%

Table 17. Collections of Gross RPTTF - Dunes & Sea Haven Fiscal Year Computed Levy Total Allocated Variance Average Collections 2017-18 3,223,988 3,880,699 656,711 120.37%
2018-19 4,695,891 5,427,892 732,001 115.59%
2019-20 6,010,637 7,102,597 1,091,960 118.17%
2020-21 7,104,734 7,609,767 505,033 107.11%
2021-22 8,488,718 9,623,277 1,134,559 113.37%

Average 113.96%

Information regarding the overall property tax collections rate for the Merged Project Areas is provided on Table A-5.4. Collections of secured and unsecured taxes for the Merged Project Area, without inclusion of supplemental taxes, averaged 99.1% for the FY 2017-18 to 2021-22 period and 111% with inclusion of supplemental taxes. For purposes of the revenue projections summarized in Tables 21, 22 and 23, a collections rate of 100% of the calculated RPTTF revenue is assumed.

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6.5 Pledged Non-Housing Funds and Available LMIHF Funds

A summary of actual historic Pledged Non-Housing Funds and Available LMIHF Funds for the period FY 2017-18 through 2021-22, plus estimates for 2022-23 and 2023-24, is presented in Tables 18 and 19. Additional details are provided on Tables A-5.1 and A-5.2.

The Pledged Non-Housing Funds summarized in Table 18 reflect the sum of Available Non- Housing Tax Increment Funds and subordinated pass through payments. Available Non- Housing Tax Increment Funds reflect deduction of County administrative costs, the former Low and Moderate-Income Housing Fund set-aside, all pass through payments, and a 10% share excluded from the site-specific pledge under the Former Agency Obligation. Pledged Non- Housing Tax Increment Funds have grown from $1,876,000 in FY 2017-18 to $3,165,000 in FY 2021-22 and are estimated to be $3,222,000 in FY 2022-23 and $3,379,000 in FY 2023-24.

Estimates for FY 2022-23 and FY 2023-24 are drawn from the revenue projections presented in appendix Tables A-6.1 to A-6.4 and do not include potential supplemental tax revenues.

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Table 18. Pledged Non-Housing Funds
<<<----------------actual----------------->>> <<<-estimate(5)->>> ($Thousands) 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 Assessed Value
Increment $288,998 $373,753 $415,400 $467,785 $513,219 $533,943 $555,002 Dunes Project

Secured / Unsec. Taxes $2,876 $3,708 $4,052 $4,662 $5,097 $5,339 $5,550 Supplemental(1) 526 456 278 137 383 not included
Subtotal Gross Revenue 3,402 4,165 4,331 4,799 5,480 5,339 5,550 from Dunes Project

Less: Former Housing (680) (833) (866) (960) (1,096) (1,068) (1,110) Less: County Admin (43) (54) (57) (66) (78) (82) (85)
Less: Pass Throughs(2) (1,706) (2,236) (2,456) (2,660) (2,757) (2,875) (2,974) Less: 10% Retained (97) (104) (95) (111) (155) (132) (138)

Available Non-Housing $875 $938 $856 $1,002 $1,394 $1,184 $1,243 Tax Increment Funds

Subordinate Pass
Throughs(3)
1,002 1,327 1,463 1,615 1,771 2,038 2,135

Pledged Non-Housing $1,876 $2,265 $2,319 $2,616 $3,165 $3,222 $3,379 Funds (4)
(1) Includes supplemental taxes collected on increases in assessed value from new construction and transfers of ownership occurring subsequent to the lien date for the applicable tax year. Where transfers of ownership result in a decrease in assessed value, a refund may be due to the property owner and result in negative supplemental taxes. (2) Includes all pass throughs, subordinate and non-subordinate. Released FORA Funds are reflected as an offset to pass through amounts.
(3) Pass through payments to all taxing agencies other than FORA are subordinate to debt service on the Bonds. (4) Represents amount pledged to debt service on the 2023 Bonds, Series A, 2020 Bonds, Series A, and 2018 Bonds, Series A.
(5) Estimates for FY 2022-23 and FY 2023-24 derive from the revenue projections summarized in Table 21. FY 2022- 23 estimate reflects Assessor-reported assessed values. FY 2023-24 estimate reflects estimated assessed values summarized in Table 20 based on Assessor-reported assessed values for FY 2022-23, minus a $34.2 million estimated net reduction in assessed values due to pending appeals, plus $55.3 million in assessed value estimated to be added by new homes completed and/or sold in 2022 through August.

The Available LMIHF Funds summarized in Table 19 reflect former housing set-aside funds minus a 10% share excluded from the site-specific pledge under the Former Agency Obligation.

Available LMIHF Funds have grown from $699,000 in FY 2017-18 to $1,732,000 in FY 2021-22 and are estimated to total $1,796,000 and $1,931,000 in FY 2022-23 and FY 2023-24, respectively. Estimates for FY 2022-23 and FY 2023-24 are drawn from the revenue projections presented in appendix Tables A-6.1 to A-6.4 and do not include potential supplemental tax revenues.

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Table 19. Available LMIHF Funds
<<<----------------actual----------------->>> <<<-estimate(3)->>> ($Thousands) 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 Assessed Value Increment $322,399 $469,589 $601,064 $710,473 $848,872 $997,968 $1,072,908 Dunes & Sea Haven

Secured / Unsec. Taxes $3,208 $4,654 $5,857 $7,077 $8,423 $9,980 $10,729 Supplemental(1) 673 774 1,246 532 1,200 not included Subtotal Gross Revenue 3,881 5,428 7,103 7,610 9,623 9,980 10,729 from Dunes & Sea Haven

Former Housing @20% 776 1,086 1,421 1,522 1,925 1,996 2,146

Less: 10% Retained (78) (109) (142) (152) (192) (200) (215)

Available LMIHF Funds(2) $699 $977 $1,278 $1,370 $1,732 $1,796 $1,931 (1) Includes supplemental taxes collected on increases in assessed value from new construction and transfers of ownership occurring subsequent to the lien date for the applicable tax year. Where transfers of ownership result in a decrease in assessed value, a refund may be due to the property owner and result in negative supplemental taxes. (2) Represents amount pledged to debt service on the 2023 Bonds, Series B, 2020 Bonds, Series B, and 2018 Bonds, Series B.
(3) Estimates for FY 2022-23 and FY 2023-24 derive from the revenue projections summarized in Table 23. FY 2022- 23 estimate reflects Assessor-reported assessed values. FY 2023-24 estimate reflects estimated assessed values summarized in Table 20 based on Assessor-reported assessed values for FY 2022-23, minus a $34.4 million estimated net reduction in assessed values due to pending appeals, plus $109.3 million in assessed value estimated to be added by new homes completed and/or sold in 2022 through August.

Table A-5.3, attached, provides additional information about the total amount of historic Tax Revenues for the Merged Project Areas available for inclusion in Pledged Non-Housing Funds and Available LMIHF Funds. As shown in Table A-5.3, the $4.9 million combined total of Pledged Non-Housing Funds and Available LMIHF Funds for FY 2021-22 represents a 51% portion of the approximately $9.5 million total Tax Revenues for the entire Merged Project Areas5.

6.6 Procedure to Determine Available Non-Housing Tax Increment Funds and Available LMIHF Funds Following Each RPTTF Distribution

A calculation must be performed following each six-month RPTTF distribution by the County Auditor-Controller to determine the portion of the RPTTF revenues derived from the Fort Ord Project that constitute Available Non-Housing Tax Increment Funds and Available LMIHF Funds. The Successor Agency has historically engaged KMA to prepare the calculation. The following describes the procedure used.

5 The 51% share referenced here is less than the 77.5% share of assessed values the combined Dunes and Sea Haven Developments represent of the Merged Project Areas. This differential is driven in large part by the fact that Pledged Non-Housing Funds include revenues derived from the Dunes Development only. The Sea Haven Development is only included for purposes of Available LMIHF Funds.

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Step One – Identify Assessed Values – Identify the aggregate taxable assessed value of parcels corresponding to the Dunes Development and Sea Haven Development for the current and previous fiscal year. Each year a copy of the assessment roll for the Fort Ord Project is obtained from the County Assessor. Parcels corresponding to the Dunes Development and Sea Haven Development are identified based on a list of parcels maintained and updated each year.

New parcels added to the roll each year are reviewed to determine whether the parcel is part of the Dunes Development, Sea Haven Development, or the balance of the Fort Ord Project.

Assessed values for the identified parcels are then aggregated to determine the totals.

Assessed value totals for the Fort Ord Project as a whole are identified using information reported by the County Auditor-Controller. To determine incremental assessed value for the Fort Ord Project, the applicable base year assessed value of $30,389 is subtracted from the total taxable assessed value. The base year assessed value applicable to the Dunes Development and Sea Haven Development is zero.

Step Two – Determine the Gross RPTTF Generated by the Dunes and Sea Haven Developments – The gross RPTTF revenue derived from the Dunes Development and the Sea Haven Development is determined by allocating gross revenues for the Fort Ord Project reported by the County Auditor-Controller among the Dunes Development, Sea Haven Development and the balance of the Fort Ord Project using the following procedure:
a. Current secured, unsecured and homeowners’ exemption subvention RPTTF revenues are allocated proportionate to current year incremental assessed valuation. b. Prior year taxes are allocated proportionate to prior year incremental assessed valuation.
c. Supplemental taxes are allocated based on a review of County Tax Collector records to determine the portion, if any, that is derived from properties corresponding to the Dunes or Sea Haven Developments.
d. RPTTF amounts determined in a. through c. are added together to determine the gross RPTTF revenue derived from the Dunes Development and the Sea Haven Development.

Step Three – Calculate Available LMIHF Funds – Calculate the Available LMIHF Funds by multiplying the sum of gross RPTTF derived from the Dunes and Sea Haven Developments (from step 2) by 20%. Subtract 10% from the result of the calculation in the preceding sentence to determine Available LMIHF Funds.

Step Four – Determine Pass Through Amount Attributable to Dunes Development – Determine the portion of pass through amounts applicable to the Fort Ord Project, as reported by the County Auditor-Controller, that are attributable to the Dunes Development by allocating proportionate to the applicable gross RPTTF revenues determined in Step 2.

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Step Five – Determine County Administrative Costs Allocable to the Dunes Project – Allocate a share of total County administrative charges applicable to the Fort Ord Project to the Dunes Development proportionate to its share of incremental assessed valuation.

Step Six – Calculate Available Non-Housing Tax Increment Funds – Determine the net former tax increment generated by the Dunes Development by subtracting the former housing funds, pass throughs and County administrative charges determined in Steps 3, 4 and 5 from the gross RPTTF amount applicable to the Dunes Development determined in Step 2. Then, subtract 10% from the result of the calculation described in the preceding sentence to determine the Available Non-Housing Tax Increment Funds.

For purposes of determining Pledged Non-Housing Funds available for bond debt service, subordinate pass through amounts attributable to the Dunes Development determined in Step 4 would be added to the Available Non-Housing Tax Increment Funds determined in Step Six.

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7.0 N EW 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 identified in the Table 21, 22, and 23 revenue projections, assessed values added from construction of new homes for which a final certificate of occupancy has been issued or for which a sale has been recorded during calendar year 2022 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 Table 21, 22 and 23 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 Table 21, 22 and 23 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.

Appendix Table A-9 provides additional supporting information regarding the taxable assessed value estimated to be added to the tax roll from these new homes and ownership transfers.

Future buildout of the Dunes Development is anticipated to include up to an additional:
 7 23 residential units, of which building permits have been issued, through August 2022, for construction of 100 market rate single family and duplex units and 142 affordable apartments that are expected to be exempt from property taxes;  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, as of the end of August 2022.

Assessed value associated with in-progress construction and future buildout of the Dunes and Sea Haven developments is not reflected for purposes of the Table 21, 22 and 23 revenue projections.

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8.0 REVENUE PROJECTION

The projection of Pledged Non-Housing Funds and Available LMIHF Funds is summarized on the following pages. Two versions of the projection are presented:

(1) “FY 2023-24 Projection” that holds estimated FY 2023-24 assessed values constant over the term of the projection. Estimated FY 2023-24 assessed values are summarized in Table

20. (2) “2% Growth Projection” reflecting estimated FY 2023-24 assessed values and application of the 2% maximum allowable inflationary increase under Proposition 13 in FY 2023-24 and future years.

Table 20 summarizes the assessed values reflected in the projection of FY 2022-23 and FY 2023-24 Pledged Non-Housing and Available LMIHF Funds. The projections commence with County reported assessed values for the 2022-23 fiscal year. The projections reflect an estimated $34.35 million reduction in FY 2023-24 assessed value based upon the analysis of pending assessment appeals presented in Section 5. The projections include $55.3 million in assessed value added for the Dunes Development and an additional $54.0 million in assessed value added within the Sea Haven Development in FY 2023-24 based on new homes completed and / or sold in the two developments through August 2022, as described in Section 7.

Table 20. County Reported FY 2022-23 Assessed Values and Projected FY 2023-24 Assessed Values Dunes Development
[applies to Available Non-
Housing Tax Increment]
Sea Haven
Development
Dunes + Sea Haven
[applies to Available
LMIHF]
Assessor Reported FY 2022-23
Assessed Values
$533,942,793 $464,025,448 $997,968,241
Less: Estimated Pending Appeal
Impact (1)
($34,216,000) ($134,000) ($34,350,000)
Add: AV Added by New Homes
Completed and/or sold in 2022 (2)
$55,275,524 $54,014,096 $109,289,620
Estimated FY 2023-24 Assessed
Values, (3)
$555,002,317 $517,905,544 $1,072,907,861
(1) See analysis in Section 5.
(2) Through August 2022. See Section 7 and Table A-9.
(3) Without prop 13 inflation of existing assessed values.

The projection of
Pledged Non-Housing Funds is summarized in Table 21 (FY 2023-24 Projection) and Table 22 (2% Growth Projection). Pledged Non-Housing Funds presented in the Tables 21 and 22 projections represent the amount available for the payment of debt service on the Series 2023A, 2020A and 2018A Bonds computed as the sum of Available Non-Housing Tax Increment Funds and pass through payment amounts that have been subordinated to debt service on the Bonds. Available Non-Housing Tax Increment Funds are equal to gross RPTTF derived from the Dunes Development less (1) an allocable share of County property tax collection

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costs and administrative expenses authorized under AB x1 26; (2) the amount that would have been required to be deposited in the Low and Moderate Income Housing Fund; (3) pass through payments; and (4); ten percent of the amount remaining after the preceding three deductions.

Pass through payments allocable to the Dunes Development to taxing agencies other than FORA are subordinate to the Bonds.

Projections of Available LMIHF Funds are summarized in Table 23. Available LMIHF Funds pres
ented in the Table 23 projections represent the amount available for payment of debt service on the Series 2023B, 2020B and 2018B Bonds, equal to the amount that would have been required to be deposited in the Low and Moderate-Income Housing Fund with respect to former tax increment funds generated by the Dunes and Sea Haven Developments less ten percent of that amount.

At
tached tables A-6.1 to A-9 provide supporting details for the projections.

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Table 21. Projection of Pledged Non-Housing Funds: 2023-24 Projection ($Thousands)

Gross
Dunes
RPTTF
Less: All
Deductions(3)
Available
Non-Housing
Tax Increment
Funds
Add Back:

Subordinated
Pass Throughs(4)
Pledged Non-
Housing Funds
2022-23(1) 5,339 (4,156) 1,184 2,038 3,222
2023-24(2) 5,550 (4,307) 1,243 2,135 3,379
2024-25 5,550 (4,307) 1,243 2,135 3,378
2025-26 5,550 (4,310) 1,240 2,132 3,372
2026-27 5,550 (4,371) 1,179 2,074 3,253
2027-28 5,550 (4,371) 1,179 2,074 3,253
2028-29 5,550 (4,371) 1,179 2,074 3,253
2029-30 5,550 (4,371) 1,179 2,074 3,253
2030-31 5,550 (4,372) 1,178 2,074 3,252
2031-32 5,550 (4,372) 1,178 2,074 3,252
2032-33 5,550 (4,371) 1,179 2,075 3,254
2033-34 5,550 (4,396) 1,154 2,051 3,205
2034-35 5,550 (4,395) 1,155 2,052 3,207
2035-36 5,550 (4,395) 1,155 2,051 3,206
2036-37 5,550 (4,396) 1,155 2,051 3,206
2037-38(5) 5,550 (3,789) 1,761 2,625 4,385
2038-39(6) 5,550 (3,899) 1,651 2,521 4,172
2039-40 5,550 (3,899) 1,651 2,521 4,172
2040-41 5,550 (3,899) 1,651 2,521 4,172
2041-42 5,550 (3,899) 1,651 2,521 4,172
2042-43 5,550 (3,899) 1,651 2,521 4,172
2043-44 5,550 (3,899) 1,651 2,521 4,172
2044-45 5,550 (3,899) 1,651 2,521 4,172
2045-46 5,550 (3,899) 1,651 2,521 4,172
2046-47 5,550 (3,899) 1,651 2,521 4,172
2047-48 5,550 (3,899) 1,651 2,521 4,172
(1) Based on Assessor reported FY 2022-23 assessed values. (2) See Table 20 for summary of projected FY 2023-24 assessed values. (3) Reflects deductions for County administrative costs, former housing funds, pass through payments and the 10% share of funds retained per the Former Agency Obligation. Decrease commencing in FY 2037-38 is a result of repayment of FORA Bonds and redistribution of the FORA pass through, further described in note 5. (4) Pass through payments to taxing agencies other than FORA are subordinate. (5) Projected Pledged Non-Housing Funds increase in 2037-38 due to repayment of FORA bonds and the resulting redistribution of the FORA share of RPTTF revenues. FORA sunset on June 30, 2020 pursuant to Section 67700 of the California Government Code; however, the FORA share of pass throughs was pledged for payment of bond debt service that extends through 2037. That portion of the FORA pass through not needed for debt service is redistributed with 38% to the County and 8% to other taxing agencies and the remaining 54% available to meet Successor Agency obligations.

Released FORA Funds are reflected in the projection based on the assumption that FY 2022-23 reported assessed values remain constant. See Table A-8 for additional information. (6) FY 2037-38 includes prior year R
eleased FORA Funds consisting of the final year of debt service coverage for the FORA Bonds plus current year FORA pass through funds released following the 2037 final debt service payment on the FORA Bonds. Pledged Non-Housing Funds then decrease in FY 2038-39 and following years as there are no longer any prior year Released FORA Funds available.

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Table 22. Projection of Pledged Non-Housing Funds: 2% Growth Projection ($Thousands)

Gross
Dunes
RPTTF
Less: All
Deductions(3)
Available
Non-Housing
Tax Increment
Funds
Add Back:

Subordinated
Pass Throughs(4)
Pledged Non-
Housing Funds
2022-23(1) 5,339 (4,156) 1,184 2,038 3,222
2023-24(2) 5,641 (4,381) 1,260 2,169 3,428
2024-25 5,749 (4,470) 1,279 2,208 3,487
2025-26 5,860 (4,564) 1,296 2,245 3,541
2026-27 5,972 (4,717) 1,256 2,228 3,484
2027-28 6,087 (4,811) 1,277 2,270 3,547
2028-29 6,204 (4,906) 1,298 2,313 3,611
2029-30 6,324 (5,004) 1,320 2,357 3,676
2030-31 6,446 (5,106) 1,339 2,405 3,744
2031-32 6,570 (5,210) 1,360 2,455 3,815
2032-33 6,697 (5,315) 1,382 2,507 3,889
2033-34 6,826 (5,448) 1,378 2,536 3,913
2034-35 6,958 (5,558) 1,401 2,590 3,990
2035-36 7,093 (5,670) 1,422 2,643 4,066
2036-37 7,230 (5,785) 1,445 2,699 4,143
2037-38(5) 7,370 (5,113) 2,257 3,502 5,758
2038-39(6) 7,513 (5,328) 2,184 3,468 5,653
2039-40 7,658 (5,436) 2,222 3,540 5,763
2040-41 7,807 (5,546) 2,261 3,614 5,875
2041-42 7,959 (5,658) 2,301 3,688 5,989
2042-43 8,113 (5,772) 2,341 3,765 6,106
2043-44 8,271 (5,888) 2,383 3,843 6,225
2044-45 8,432 (6,007) 2,425 3,922 6,347
2045-46 8,596 (6,128) 2,468 4,003 6,471
2046-47 8,763 (6,252) 2,511 4,086 6,597
2047-48 8,934 (6,378) 2,556 4,170 6,726
(1) Based on Assessor reported FY 2022-23 assessed values. (2) Based on the projected FY 2023-24 assessed values summarized in Table 20 plus assumed 2% inflation of existing assessed values under Proposition 13.
(3) Reflects deductions for County administrative costs, former housing funds, pass through payments and the 10% share of funds retained per the Former Agency Obligation. Decrease commencing in FY 2037-38 is a result of repayment of FORA Bonds and redistribution of the FORA pass through, further described in note 5. (4) Pass through payments to taxing agencies other than FORA are subordinate. (5) Projected Pledged Non-Housing Funds increase in 2037-38 due to repayment of FORA bonds and the resulting redistribution of the FORA share of RPTTF revenues. FORA sunset on June 30, 2020 pursuant to Section 67700 of the California Government Code; however, the FORA share of pass throughs was pledged for payment of bond debt service that extends through 2037. That portion of the FORA pass through not needed for debt service is redistributed with 38% to the County and 8% to other taxing agencies and the remaining 54% available to meet Successor Agency obligations. Released FORA Funds are reflected in the projection based on the assumption that FY 2022-23 reported assessed values remain constant. See Table A-8 for additional information. (6) FY 2037-38 includes prior year R
eleased FORA Funds consisting of the final year of debt service coverage for the FORA Bonds plus current year FORA pass through funds released following the 2037 final debt service payment on the FORA Bonds. Pledged Non-Housing Funds then decrease in FY 2038-39 and following years as there are no longer any prior year Released FORA Funds available.

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Table 23. Projection of Available LMIHF Funds – FY 2023-24 and 2% Growth Projections Fiscal Year
FY 2023-24 Projection ($Thousands) 2% Growth Projection ($Thousands) Former
Housing
Dunes &
Sea Haven
Less: All
Deductions(3)
Available
LMIHF
Funds
Former
Housing
Dunes &
Sea Haven
Less: All
Deductions(3)
Available
LMIHF
Funds
2022-23(1) 1,996 (200) 1,796 1,996 (200) 1,796
2023-24(2) 2,146 (215) 1,931 2,181 (218) 1,963
2024-25 2,146 (215) 1,931 2,224 (222) 2,001
2025-26 2,146 (215) 1,931 2,267 (227) 2,041
2026-27 2,146 (215) 1,931 2,312 (231) 2,081
2027-28 2,146 (215) 1,931 2,357 (236) 2,121
2028-29 2,146 (215) 1,931 2,403 (240) 2,163
2029-30 2,146 (215) 1,931 2,451 (245) 2,205
2030-31 2,146 (215) 1,931 2,499 (250) 2,249
2031-32 2,146 (215) 1,931 2,548 (255) 2,293
2032-33 2,146 (215) 1,931 2,598 (260) 2,338
2033-34 2,146 (215) 1,931 2,649 (265) 2,384
2034-35 2,146 (215) 1,931 2,701 (270) 2,431
2035-36 2,146 (215) 1,931 2,754 (275) 2,479
2036-37 2,146 (215) 1,931 2,808 (281) 2,527
2037-38 2,146 (215) 1,931 2,863 (286) 2,577
2038-39 2,146 (215) 1,931 2,920 (292) 2,628
2039-40 2,146 (215) 1,931 2,977 (298) 2,679
2040-41 2,146 (215) 1,931 3,036 (304) 2,732
2041-42 2,146 (215) 1,931 3,096 (310) 2,786
2042-43 2,146 (215) 1,931 3,157 (316) 2,841
2043-44 2,146 (215) 1,931 3,219 (322) 2,897
2044-45 2,146 (215) 1,931 3,282 (328) 2,954
2045-46 2,146 (215) 1,931 3,347 (335) 3,012
2046-47 2,146 (215) 1,931 3,413 (341) 3,072
2047-48 2,146 (215) 1,931 3,480 (348) 3,132
(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 Former Agency Obligation.

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9.0 CAVEATS AND LIMITATIONS

The projections reflect assumptions based on KMA's understanding of the assessment, tax apportionment, and pass through calculation procedures employed by the County. The County procedures are subject to change as a reflection of policy revisions or administrative, regulatory or legislative mandate. While we believe our estimates to be reasonable, taxable values resulting from actual appraisals may vary from the amounts assumed in the projections.

Assumptions have also been made that no changes to State legislation are enacted to change or eliminate the allocation of RPTTF revenues. These assumptions are based on existing State policies and are subject to future regulatory or legislative changes.

No assurances are provided by KMA as to the certainty of the projected Pledged Non-Housing Funds or Available LMIHF Funds presented in Tables 21, 22 and 23. Actual revenues may be higher or lower than what has been projected and are subject to valuation changes resulting from new developments or transfers of ownership not specifically identified herein, actual resolution of outstanding appeals, future filing of appeals, changes in assessor valuation standards, or the non-payment of taxes due. The accuracy or completeness of assessment appeals identified in the attached tables are based solely upon information provided by the County as of the date of the original review of said data by KMA.

KMA is not advising or recommending any action be taken by the Successor Agency with respect to any prospective new or existing municipal financial products or issuance of municipal securities (including with respect to the structure, timing, terms and other similar matters concerning such financial products or issues). KMA is not acting as a municipal advisor and does not assume any fiduciary duty, including, without limitation, a fiduciary duty pursuant to Section 15B of the Exchange Act. The Successor Agency should discuss any such information and material contained in this report with internal and/or external advisors and experts, including its own municipal advisors, that it deems appropriate before acting on the information.

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APPEND

IX TABLES

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Table A1.1
Assessed Value History
Dunes Development [Area Applicable to Pledged Non-Housing Funds] City of Marina Successor Agency
Annualized
% Change
2013-14 2014-15 2015-16 (1)
2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 13-14 to 22-23 Secured 145,988,242 158,879,059 144,533,630 200,606,053 278,982,672 362,189,341 400,929,632 451,466,924 493,491,278 513,426,094 15.0% Unsecured 8,345,310 7,699,974 7,817,890 9,167,090 10,015,818 11,563,516 14,469,927 16,318,087 19,727,365 20,516,699 10.5% Total 154,333,552 166,579,033 152,351,520 209,773,143 288,998,490 373,752,857 415,399,559 467,785,011 513,218,643 533,942,793 14.8% %change N/A 7.9% -8.5% 37.7% 37.8% 29.3% 11.1% 12.6% 9.7% 4.0% Notes:

Source: Monterey County Auditor-Controller, KMA
(1) The downward adjustment to assessed value in FY 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 FY 2015-16 due to eligibility for a property tax exemption. $0
$100
$200
$300
$400
$500
$600
2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 Assessed Value ($Millions)
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Table A1.2
Assessed Value History
Combined Dunes and Sea Haven Developments [Area Applicable to Available LMIHF Funds] City of Marina Successor Agency
Annualized
% Change
2013-14 2014-15 2015-16 (1)
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% 33.0% 39.2% 45.7% 28.0% 18.2% 19.5% 17.6% Notes:

Source: Monterey County Auditor-Controller, KMA
(1) The downward adjustment to assessed value in FY 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 FY 2015-16 due to eligibility for a property tax exemption. $0
$200
$400
$600
$800
$1,000
$1,200
2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 Assessed Value ($Millions)
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Table A-2.1
Land Uses Composition, FY 2022-23
Dunes Development [Area Applicable to Pledged Non-Housing Funds] City of Marina Successor Agency
No. of
Parcels(1)
2022-23
Taxable Value
% of
Total
Residential
Multi-Family 1 $0 0.0%
Single Family 546 $296,697,199 55.6%
Residential Lots and Misc. 12 $15,588,734 2.9%
Subtotal Residential 559 $312,285,933 58.5%
Commercial
Retail 10 $70,376,656 13.2%
Hotel & Motel 1 $20,026,452 3.8%
Parking 3 $3,411,071 0.6%
Land & Misc. 29 $31,692,261 5.9%
Subtotal Commercial 43 $125,506,440 23.5%
Institutional / Medical 3 $75,633,721 14.2%
Roads and Non-Taxable 35 $0 0.0%
Unsecured 58 $20,516,699 3.8%
Total 698 $533,942,793 100.0%
Source: Monterey County Assessor, KMA
(1) Includes 640 secured parcels and 58 unsecured assessments.

Residential

58.5%
Commercial

23.5%
Medical

14.2%Unsecured

3.8%
PREPARED BY KEYSER MARSTON ASSOCIATES, INC.

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Table A-2.2
Land Uses Composition, FY 2022-23
Combined Dunes and Sea Haven Developments [Area Applicable to Available LMIHF Funds] City of Marina Successor Agency
No. of
Parcels(1)
2022-23
Taxable Value
% of
Total
Residential
Multi-Family 1 $0 0.0%
Single Family 978 $690,119,971 69.2%
Development Site 182 $86,189,180 8.6%
Subtotal Residential 1,161 $776,309,151 77.8%
Commercial
Retail 10 $70,376,656 7.1%
Hotel & Motel 1 $20,026,452 2.0%
Parking 3 $3,411,071 0.3%
Land & Misc. 29 $31,692,261 3.2%
Subtotal Commercial 43 $125,506,440 12.6%
Institutional / Medical 3 $75,633,721 7.6%
Roads and Non-Taxable 78 $0 0.0%
Unsecured 59 $20,518,929 2.1%
Total 1,344 $997,968,241 100.0%
Source: Monterey County Assessor, KMA
(1) Includes 1,285 secured parcels and 59 unsecured assessments.

Residential

77.8%
Commercial

12.6%
Medical

7.6%Unsecured

2.1%
PREPARED BY KEYSER MARSTON ASSOCIATES, INC.

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Table A-3.1
Ten Largest Assessees 2022-23
Dunes Development [Applicable to Pledged Non-Housing Funds] City of Marina Successor Agency
Property Owner Property Use(s) Secured Unsecured Total Secured Unsecured Total % of Total &
Incremental
Value(2)
1 Shea Homes (Developer) (3) Land and new homes under
development
255 1 256 58,067,397 20,126 58,087,523 10.9% 2 Hamstra-Appleton LLC VA medical center 1 - 1 54,431, 255 - 54,431,255 10.2% 3 Pacific Coast Highway Property
LLC
Shopping center 13 - 13 38,021, 108 - 38,021,108 7.1% 4 Target Corporation Target store 1 1 2 25,284, 000 3,459, 900 28,743,900 5.4% 5 Community Hospital Properties
Inc. (4)
Outpatient care and fitness
center
4 2 6 24,054,958 513,100 24,568,058 4.6% 6 Monterey Peninsula Hotels
Group LP
Hotel (Marriot Springhill Suites) 1 - 1 20,026, 452 - 20,026,452 3.8% 7 Kohls Department Stores Inc. Kohls store 1 - 1 9,281, 905 - 9,281,905 1.7% 8 Net Lease Realty Movie theater 1 - 1 8,742,917 - 8,742,917 1.6% 9 SKN Properties Retail 4 - 4 7,027,604 - 7,027,604 1.3% 10 Nimri Rami (5) Three homes 3 - 3 2,928, 168 - 2,928,168 0.5% TOTAL 284 4 288 $247, 865,764 $3,993,126 $251,858,890 47.2% Notes:
(1) Number of secured parcels and / or unsecured assessments. (2) Based upon FY 2022-23 assessed value and incremental assessed value of $533,942,793 (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. (5) Includes Nimri Rami George
Source: Keyser Marston Associates, Inc. and assessment roll data from the Monterey County Assessor Number of Parcels(1) FY 2022-23 Assessed Value
PREPARED BY KEYSER MARSTON ASSOCIATES, INC.

FILENAME: \\SF-FS2\wp\15\15927\042\003\Jan 2023\3 Top 10 22-23 AVs.xlsm: Dunes NonHsg: 1/26/2023: dd

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Table A-3.2
Ten Largest Assessees 2022-23
Combined Dunes and Sea Haven Developments [Area Applicable to Available LMIHF Funds] City of Marina Successor Agency
Property Owner Property Use(s) Secured Unsecured Total Secured Unsecured Total % of Total &
Incremental
Value(2)
1 Wathen Castanos Homes(3) Land and new homes under
development
243 - 243 103,867,307 - 103,867,307 10.4% 2 Shea Homes (Developer) (4) Land and new homes under
development
255 1 256 58,067,397 20,126 58,087,523 5.8% 3 Hamstra-Appleton LLC VA medical center 1 - 1 54,431,255 - 54,431,255 5.5% 4 Pacific Coast Highway
Property LLC
Shopping center 13 - 13 38,021,108 - 38,021,108 3.8% 5 Target Corporation Target store 1 1 2 25,284,000 3,459, 900 28,743,900 2.9% 6 Community Hospital
Properties Inc. (5)
Outpatient care and fitness
center
4 2 6 24,054,958 513,100 24,568,058 2.5% 7 Monterey Peninsula Hotels
Group LP
Hotel (Marriot Springhill Suites) 1 - 1 20,026,452 - 20,026,452 2.0% 8 Kohls Department Stores Inc. Kohls store 1 - 1 9,281,905 - 9,281,905 0.9% 9 Net Lease Realty Movie theater 1 - 1 8,742,917 - 8,742,917 0.9% 10 SKN Properties Retail 4 - 4 7,027,604 - 7,027,604 0.7% TOTAL 524 4 528 $348,804, 903 $3,993,126 $352,798,029 35.4% Notes:
(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)
(4) Includes Shea Homes Limited Partnership, Marina Community Partners, and Marina Community Partners LLC. (5) Includes Community Hospital Properties Inc. and Community Hospital of the Monterey Peninsula.

Source: Keyser Marston Associates, Inc. and assessment roll data from the Monterey County Assessor Includes Wathen Castanos Peterson Homes Inc. et al, Sea Haven Townhomes LLC et al., WC Marina LLC, JPA Rentals LLC, Marina Developers Inc., 104 Investments LLC, and JPA Marina Builders Inc.

Number of Parcels(1) FY 2022-23 Assessed Value
PREPARED BY KEYSER MARSTON ASSOCIATES, INC.

FILENAME: \\SF-FS2\wp\15\15927\042\003\Jan 2023\3 Top 10 22-23 AVs.xlsm: D MH Hsg: 1/26/2023: dd

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Table A-4.1
Historic Assessment Appeal Resolutions: FY 2016-17 to FY 2022-23 Dunes and Sea Haven Developments (1)
City of Marina Successor Agency
Total No.
of Filings
Open
Filings
Resolved
Filings
Denied or
Withdrawn
Stipulated or
Reduced
Contested
Value
Applicant
Opinion of
Value
Final
Resolved
Value
Reduction from
Assessor Value
Percent
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 (2)
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 $45.5 23.3%
100% 17% 83%
Notes:
(1) All but two appeal filings are for the Dunes Development. (2)
(3)
Resolved Appeal Outcomes Assessed Valuation: Resolved Appeals ($Millions) (3) Appeal Resolutions
2016-17 to 2022-23
Appeals data for FY 2022-23 may be incomplete. Data was not yet available from the County Assessment Appeals Board for FY 2022-23 appeals. Data represents appeals filed by the Dunes Developer drawn only from assessment appeal applications provided by the Developer.

Sources: Monterey County Assessment Appeals Database; Assessment Appeal Applications; Assessor records regarding stipulated values.

There were no appeals in FY 2020-21 and appeals for FY 2021-22 and 2022-23 have not yet been resolved.

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FILENAME: \\SF-FS2\wp\15\15927\042\003\Jan 2023\4 Appeals analysis.xlsx: Table 4.1 historic: 1/26/2023: dd

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Table A-4.2
Projected Assessed Value Impacts from Pending Appeals Consistent with Additional Bonds Test Dunes and Sea Haven Developments
City of Marina Successor Agency
Appeal No. Applicant / Appeal Filing APN
Roll
Year
Contested
Value
Represented
Applicant
Opinion
Represented
Resolved Value
Assumption
Reduction with
Resolved Value
Assumption
%
reduction
Developer
Developer Appeals - Dunes [Per ABT, Appeals Impact Estimated Based on Developer Opinion of AV] Opinion of AV 1 2021-A2021-00035 Marina Community Partners LLC 031-101-054 2021 $6,573 $2,000 $2,000 $4,573 69.6% 2 2021-A2021-00034 Marina Community Partners LLC 031-221-016 2021 $7,353 $500 $500 $6,853 93.2% 3 2021-A2021-00014 Marina Community Partners LLC 031-251-025 2021 $1,720 $25 $25 $1,695 99% 4 2021-A2021-00013 Marina Community Partners LLC 031-251-027 2021 $3,830 $50 $50 $3,780 98.7% 5 2021-A2021-00033 Marina Community Partners LLC 031-251-067 2021 $15,710 $5,000 $5,000 $10,710 68.2% 6 no appeal # yet Marina Community Partners LLC 031-282-041 2022 $872 $650 $650 $222 25% 7 no appeal # yet Marina Community Partners LLC 031-282-044 2022 $887 $650 $650 $237 27% 8 no appeal # yet Marina Community Partners LLC 031-282-048 2022 $911 $650 $650 $261 29% 9 2021-A2021-00282 Shea Homes Limited Partnership 031-282-015 2021 $4,580 $700 $700 $3,880 85% 10 no appeal # yet Shea Homes Limited Partnership 031-282-015 2022 $4,671 $700 $700 $3,971 85% 11 2021-A2021-00283 Marina Community Partners LLC 031-282-060 2021 $2,514 $1,250 $1,250 $1,264 50% 12 no appeal # yet Marina Community Partners LLC 031-282-060 2022 $2,565 $1,450 $1,450 $1,115 43% 13 2021-A2021-00284 Marina Community Partners LLC 031-282-062 2021 $1,653 $90 $90 $1,563 95% 14 no appeal # yet Marina Community Partners, LLC 031-282-062 2022 $1,686 $1,050 $1,050 $636 38% Other Appeals Within Dunes Development [Per ABT, Appeals Impact Estimated Based on Five Year Average % Reduction] 1 2018-A2018-00472 Monterey Peninsula Hotels Group 031-251-046 2018 $700 none $537 $163 23.3% Total - Dunes Development Appeals $56,225 $14,765 $15,302 $40,924 73% Total considered for estimating AV impacts (most recent appeal for each parcel) $47,478 $12,725 $13,262 $34,217 Developer appeals $46,778 $12,725 $12,725 $34,053
3rd party property $700 $0 $537 $163
Sea Haven Development Appeal
1 2018-A2018-00465 Vinubhal S. Patel 031-272-010 2018 $785 $651 $651 $134 17% Combined Dunes and Sea Haven Appeals $57,010 $15,416 $15,953 $41,058 72% Total considered for estimating AV impacts (most recent appeal for each parcel) $48,263 $13,376 $13,913 $34,351 Developer appeals $46,778 $12,725 $12,725 $34,053
3rd party property $1,485 $651 $1,188 $297
Source: Monterey County Assessment Appeals Database, Monterey County Assessor, assessment appeal applications.

Assessed Value: Pending Appeals ($Thousands)
@ 5 year average
reduction
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FILENAME: \\SF-FS2\wp\15\15927\042\003\Jan 2023\4 Appeals analysis.xlsx: 4.2 pending AV impact: 1/26/2023: dd

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Table A-5.1
Pledged Non-Housing Funds
City of Marina Successor Agency
Actual Actual Actual Actual Actual Estimate(3) Estimate (3) 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 1 Assessed Value - Dunes Development $288,998,490 $373,752,857 $415,399,559 $467,785,011 $513,218,643 $533,942,793 $555,002,317 (note: base year AV is zero)
2 Computed Levy @1% 2,889,985 3,737,529 4,153,996 4,677,850 5,132,186 5,339,428 5,550,023 3 Gross Property Taxes Allocated
Secured / Unsecured Taxes (1)
2,875,927 3,708,430 4,052,467 4,662,371 5,097,309 5,339,428 5,550,023 Supplemental Revenues Allocated 525,642 456,073 278,385 136,531 382,831 not included not included Gross Collections $3,401,569 $4,164,504 $4,330,852 $4,798,902 $5,480,140 $5,339,428 $5,550,023 Gross Collections as % of Computed Levy 117.70% 111.42% 104.26% 102.59% 106.78% 100.00% 100.00% 4 Deductions
Less: former housing (680,314) (832,901) (866,170) (959,780) (1,096,028) (1,067,886) (1,110,005) Less: County Admin Expenses (43,259) (53,500) (56,984) (66,132) (77,992) (81,693) (84,915) Less: Pass Through (1,706,310) (2,236,396) (2,456,342) (2,660,009) (2,757,135) (2,874,792) (2,973,719) Less: 10% Retained per Agreement (97,169) (104,171) (95,135) (111,298) (154,898) (131,506) (138,138) Total Deductions (2,527,052) (3,226,968) (3,474,633) (3,797,219) (4,086,054) (4,155,877) (4,306,778) 5 $874,517 $937,536 $856,219 $1,001,683 $1,394,086 $1,183,551 $1,243,245 Add Back: Subordinated Pass Through (2)
1,001,553 1,327,373 1,462,938 1,614,522 1,770,583 2,038,282 2,135,311 6 Pledged Non-Housing Funds $1,876,071 $2,264,909 $2,319,157 $2,616,205 $3,164,669 $3,221,833 $3,378,556 Available for Debt Service
Notes:
(1)
(2)
(3)
Source: Monterey County Auditor-Controller, KMA.

Includes regular current year secured and unsecured taxes as well as prior year redemptions.

Available Non-Housing Tax Increment
Funds
All pass throughs other than FORA are subordinate to debt service on the Bonds.

See Tables A-6 to A-9 for additional information. FY 2022-23 estimate is based on Assessor-reported assessed values. FY 2023-24 estimate is based on Assessor-reported assessed values for FY 2022-23, minus the estimated net reduction in assessed values due to pending appeals identified in Table A-4.2 of $34 million, plus $55.3 million in AV added by new homes completed and/or sold in 2022 through August.

Prepared by Keyser Marston Associates, Inc.
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Table A-5.2
Available LMIHF Funds
City of Marina Successor Agency
Actual Actual Actual Actual Actual Estimate(2) Estimate(2) 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 1 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)
2 Computed Levy @1% 3,223,988 4,695,891 6,010,637 7,104,734 8,488,718 9,979,682 10,729,079 3 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% 4 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) 5 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
Notes:
(1)
(2)
Source: Monterey County Auditor-Controller, KMA.

Includes regular current year secured and unsecured taxes as well as prior year redemptions.

See Tables A-6 to A-9 for additional information. FY 2022-23 estimate is based on Assessor-reported assessed values. FY 2023-24 estimate is based on Assessor-reported assessed values for FY 2022-23, minus the estimated net reduction in assessed values due to pending appeals identified in Table A-4.2 of $34 million, plus $109.3 million in AV added by new homes completed and/or sold in 2022 through August.

Prepared by Keyser Marston Associates, Inc.
\\SF-FS2\wp\15\15927\042\003\Jan 2023\5 Historic tax revenues.xlsx; Table 5.2; 1/26/2023; dd

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Table A-5.3
Historic Tax Revenues - Merged Project Areas
City of Marina Successor Agency
2017-18 2018-19 2019-20 2020-21 2021-22
1 Gross RPTTF Deposits - Merged Project Area
Project Area 1 Gross RPTTF 1,426,729 1,497,465 1,518,240 1,649,470 1,839,387 Project Area 2 Gross RPTTF 149,330 157,585 163,418 157,498 317,925 Project Area 3 Gross RPTTF 4,140,764 5,671,565 7,354,796 7,916,697 9,991,138 Total Merged Project RPTTF Deposits $5,716,823 $7,326,614 $9,036,454 $9,723,665 $12,148,450 Less: County Admin Expenses (75,919) (93,293) (108,633) (129,075) (165,690) Less: Project Area 1 Pass Throughs (503,165) (583,216) (522,703) (557,285) (524,643) Less: Project Area 2 Pass Throughs (66,273) (70,382) (74,150) (72,519) (157,924) Less: Project Area 3 Pass Throughs to FORA (843,505) (1,198,048) (1,494,987) (1,652,987) (1,717,890) Less: Debt Service - 2000 Bonds (45,781) (44,594) (43,406) (42,219) (45,913) 2 Tax Revenues $4,182,180 $5,337,081 $6,792,575 $7,269,580 $9,536,390 3 Portion of Tax Revenues Pledged to Bonds as:

Pledged Non-Housing Funds (from Table A-5.1) $1,876,071 $2,264,909 $2,319,157 $2,616,205 $3,164,669 Available LMIHF (from Table A-5.2) $698,526
$977,020 $1,278,468 $1,369,758 $1,732,190
Total Pledged Portion of Tax Revenues $2,574,596 $3,241,930 $3,597,625 $3,985,963 $4,896,859 % Pledged Portion of Tax Revenues 62% 61% 53% 55% 51%
Source: Monterey County Auditor-Controller, KMA.

Prepared by Keyser Marston Associates, Inc.
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Table A-5.4
Property Tax Collections Rate, Merged Project Areas
City of Marina Successor Agency
2017-18 2018-19 2019-20 2020-21 2021-22
1 Assessed Value - Merged Project Area $546,452,570 $690,840,440 $831,012,283 $952,072,669 $1,129,358,534 Less: Base Year Value (39,738,135) (39,738,135) (39,738,135) (39,738,135) (39,738,135) Incremental Value 506,714,435 651,102,305 791,274,148 912,334,534 1,089,620,399 Tax Rate 1.0000% 1.0000% 1.0000% 1.0000% 1.0000%
2 Computed Levy @1% $5,067,144 $6,511,023 $7,912,741 $9,123,345 $10,896,204 3 $5,053,927 $6,469,483 $7,718,994 $9,096,212 $10,813,257 4 99.74% 99.36% 97.55% 99.70% 99.24%

99.1%
5 Gross Collections Including Supplemental
Regular Secured and Unsecured 5,053,927 6,469,483 7,718,994 9,096,212 10,813,257 Supplemental Taxes and Interest 645,303 837,933 1,298,573 605,192 1,300,809 Secured and unsecured collections including
supplemental (1)
$5,699,230 $7,307,416 $9,017,567 $9,701,404 $12,114,066 6 112.47% 112.23% 113.96% 106.34% 111.18%
111.0%
Notes:
(1) Not including unitary taxes.

Source: Monterey County Auditor-Controller, KMA.

Gross Secured and Unsecured Property Taxes
Allocated
Gross Secured / Unsecured Collections as % of
Computed Levy
Five Year Average Regular Secured /
Unsecured Property Tax Collections as % of
Computed Levy
Gross Collections Rate Including Supplemental
Taxes
Five Year Average Property Tax Collections as
% of Computed Levy, Including Supplemental
Prepared by Keyser Marston Associates, Inc.
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Table A-6.1
Projection of Pledged Non Housing Funds and Available LMIHF Funds for Debt Service With AV Added from New Homes and Home Sales, Then 0% Growth FY 2023-24 Projection City of Marina Successor Agency
$Thousands
Fiscal
Year Dunes
Sea
Haven Total
2022-23 (4) 5,339 (4,156) 1,184 2,038 3,222 1,068 928 1,996 (200) 1,796 2023-24 (5) 5,550 (4,307) 1,243 2,135 3,379 1,110 1,036 2,146 (215) 1,931 2024-25 5,550 (4,307) 1,243 2,135 3,378 1,110 1,036 2,146 (215) 1,931 2025-26 5,550 (4,310) 1,240 2,132 3,372 1,110 1,036 2,146 (215) 1,931 2026-27 5,550 (4,371) 1,179 2,074 3,253 1,110 1,036 2,146 (215) 1,931 2027-28 5,550 (4,371) 1,179 2,074 3,253 1,110 1,036 2,146 (215) 1,931 2028-29 5,550 (4,371) 1,179 2,074 3,253 1,110 1,036 2,146 (215) 1,931 2029-30 5,550 (4,371) 1,179 2,074 3,253 1,110 1,036 2,146 (215) 1,931 2030-31 5,550 (4,372) 1,178 2,074 3,252 1,110 1,036 2,146 (215) 1,931 2031-32 5,550 (4,372) 1,178 2,074 3,252 1,110 1,036 2,146 (215) 1,931 2032-33 5,550 (4,371) 1,179 2,075 3,254 1,110 1,036 2,146 (215) 1,931 2033-34 5,550 (4,396) 1,154 2,051 3,205 1,110 1,036 2,146 (215) 1,931 2034-35 5,550 (4,395) 1,155 2,052 3,207 1,110 1,036 2,146 (215) 1,931 2035-36 5,550 (4,395) 1,155 2,051 3,206 1,110 1,036 2,146 (215) 1,931 2036-37 5,550 (4,396) 1,155 2,051 3,206 1,110 1,036 2,146 (215) 1,931 2037-38 5,550 (3,789) 1,761 2,625 4,385 1,110 1,036 2,146 (215) 1,931 2038-39 5,550 (3,899) 1,651 2,521 4,172 1,110 1,036 2,146 (215) 1,931 2039-40 5,550 (3,899) 1,651 2,521 4,172 1,110 1,036 2,146 (215) 1,931 2040-41 5,550 (3,899) 1,651 2,521 4,172 1,110 1,036 2,146 (215) 1,931 2041-42 5,550 (3,899) 1,651 2,521 4,172 1,110 1,036 2,146 (215) 1,931 2042-43 5,550 (3,899) 1,651 2,521 4,172 1,110 1,036 2,146 (215) 1,931 2043-44 5,550 (3,899) 1,651 2,521 4,172 1,110 1,036 2,146 (215) 1,931 2044-45 5,550 (3,899) 1,651 2,521 4,172 1,110 1,036 2,146 (215) 1,931 2045-46 5,550 (3,899) 1,651 2,521 4,172 1,110 1,036 2,146 (215) 1,931 2046-47 5,550 (3,899) 1,651 2,521 4,172 1,110 1,036 2,146 (215) 1,931 2047-48 5,550 (3,899) 1,651 2,521 4,172 1,110 1,036 2,146 (215) 1,931 Notes:
(5) Projection for FY 23-24 is based on reported FY 22-23 assessed values, minus an adjustment for appeals, plus assessed value added from new homes completed and/or sold in 2022 YTD.
(1) Deductions include Dunes Project allocable share of: (1) County of Monterey administrative costs; (2) the amount that would have been required to be deposited in the Low and Moderate Income Housing Fund; (3) pass throughs payments; and (4) ten percent (10%) of the net available after the preceding three deductions. (2) Includes pass through payments to the Fort Ord Reuse Authority (FORA) through FY 2036-37. FORA sunset on June 30, 2020 pursuant to Section 67700 of the California Government Code. However, 100% of the FORA pass throughs was pledged for payment of bond debt service that extends through 2037. Funds not needed for debt service are released in September of each year to the County Auditor Controller for redistribution in accordance with 33492.71(c)(1)(D) of the California Health and Safety Code, which provides for a 38% share to the County, 8% to other agencies and 54% available to meet Successor Agency obligations. Projection incorporates release of FORA bond debt service coverage amount in the subsequent fiscal year.
(3) Pass through payments to taxing agencies other than the Fort Ord Reuse Authority (FORA) are subordinate. Pass throughs to FORA are not subordinate. (4) Projection for FY 22-23 is based on reported assessed values.

Pledged Non-Housing Funds (from Table A-6.2) Available LMIHF Funds (from Table A-6.3) Gross
Dunes
RPTTF
Revenue
Less: All
Deductions Per
Dunes
Agreement (1) (2)
Available Non-
Housing Tax
Increment
Funds
Add
Subordinated
Pass
Throughs(3)

PLEDGED

NON-HOUSING
FUNDS
Former Housing Funds
Less:
10%
Retained

AVAILABLE

LMIHF FUNDS
Actual taxable values and RPTTF revenues may vary from the amounts in this projection.

Prepared by Keyser Marston Associates, Inc.
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Table A-6.2
FY 2023-24 Projection
Projected Pledged Non-Housing Funds With AV Added from New Homes and Home Sales, Then 0% Growth City of Marina Successor Agency Page 1 of 3
(000's Omitted)
Fiscal Year 2022-23(1) 2023-24(1)
2024-25 2025-26 2026-27 2027-28 2028-29
I. Assessed Value - Dunes Project
Real Property AV 510,961 510,961 532,020 532,020 532,020 532,020 532,020 Less: Appeal Reductions 0 (34,216) 0 0 0 0 0
Real Property AV Growth @ 0% 0 0 0 0 0 0 0
AV Added (Table A-9) 0 55,276 0 0 0 0 0
Total Real Property 510,961 532,020 532,020 532,020 532,020 532,020 532,020 Personal Property AV 22,982 22,982 22,982 22,982 22,982 22,982 22,982 Total Dunes Project AV 533,943 555,002 555,002 555,002 555,002 555,002 555,002 II. Gross RPTTF - Dunes @1% 5,339 5,550 5,550 5,550 5,550 5,550 5,550 III. Deductions per Dunes Agreement
County Admin Fee at 1.53% (82) (85) (85) (85) (85) (85) (85) Former Housing Funds @20% (1,068) (1,110) (1,110) (1,110) (1,110) (1,110) (1,110) Pass Through: MPUSD (760) (794) (794) (794) (794) (794) (794) Pass Through: MPC (82) (86) (86) (86) (86) (86) (86)
Pass Though: FORA (non-subordinate)(2)
(1,200) (1,246) (1,246) (1,246) (1,246) (1,246) (1,246) Release FORA PT not used for Bonds(3)
364 408 407 400 275 275 275
Pass Through: County (996) (1,045) (1,045) (1,042) (995) (995) (995) Pass Through: Other Agencies (201) (211) (211) (210) (200) (200) (200) 10% Retained (132) (138) (138) (138) (131) (131) (131)
Total Deductions (4,156) (4,307) (4,307) (4,310) (4,371) (4,371) (4,371) IV. Available Non-Housing TI Funds 1,184 1,243 1,243 1,240 1,179 1,179 1,179 V. Add Subordinate Pass Throughs 2,038 2,135 2,135 2,132 2,074 2,074 2,074 (all agencies except FORA)
VI. Pledged Non-Housing Funds 3,222 3,379 3,378 3,372 3,253 3,253 3,253 Available for Debt Service
Notes:
(1)
(2)
(3)
See Table A-8 for projection of Released FORA Funds.

Funds not needed for debt service on FORA Bonds are released in September of each year for redistribution in accordance with 33492.71(c)(1)(D) of the California Health and Safety Code which provides for a 38% share to the County, 8% to other agencies and 54% available to meet Successor Agency obligations.

Projection for FY 22-23 is based on County reported assessed values. Projection for FY 23-24 is based on FY 22-23 reported assessed values, minus an adjustment for appeals, plus assessed value added from new homes completed and/or sold in 2022 YTD.

The Fort Ord Reuse Authority (FORA) sunset on June 30, 2020 pursuant to Section 67700 of the California Government Code. However, 100% of the FORA share of pass throughs was pledged for payment of bond debt service that extends through 2037.

Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
272
Table A-6.2
FY 2023-24 Projection
Projected Pledged Non-Housing Funds
City of Marina Successor Agency
(000's Omitted)
Fiscal Year
I. Assessed Value - Dunes Project
Real Property AV
Less: Appeal Reductions
Real Property AV Growth @ 0%
AV Added (Table A-9)
Total Real Property
Personal Property AV
Total Dunes Project AV
II. Gross RPTTF - Dunes @1%
III. Deductions per Dunes Agreement
County Admin Fee at 1.53%
Former Housing Funds @20%
Pass Through: MPUSD
Pass Through: MPC
Pass Though: FORA (non-subordinate)(2)
Release FORA PT not used for Bonds(3)
Pass Through: County
Pass Through: Other Agencies
10% Retained
Total Deductions
IV. Available Non-Housing TI Funds
V. Add Subordinate Pass Throughs
(all agencies except FORA)
VI. Pledged Non-Housing Funds
Available for Debt Service
Notes:
(1)
(2)
(3)
With AV Added from New Homes and Home Sales, Then 0% Growth

2029-30 2030-31 2031-32 2032-33 2033-34 2034-35 2035-36 2036-37 2037-38 2038-39 2039-40 532,020 532,020 532,020 532,020 532,020 532,020 532,020 532,020 532,020 532,020 532,020 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0
532,020 532,020 532,020 532,020 532,020 532,020 532,020 532,020 532,020 532,020 532,020 22,982 22,982 22,982 22,982 22,982 22,982 22,982 22,982 22,982 22,982 22,982 555,002 555,002 555,002 555,002 555,002 555,002 555,002 555,002 555,002 555,002 555,002 5,550 5,550 5,550 5,550 5,550 5,550 5,550 5,550 5,550 5,550 5,550 (85) (85) (85) (85) (85) (85) (85) (85) (85) (85) (85)
(1,110) (1,110) (1,110) (1,110) (1,110) (1,110) (1,110) (1,110) (1,110) (1,110) (1,110) (794) (794) (794) (794) (794) (794) (794) (794) (794) (794) (794) (86) (86) (86) (86) (86) (86) (86) (86) (86) (86) (86)
(1,246) (1,246) (1,246) (1,246) (1,246) (1,246) (1,246) (1,246) 0 0 0 275 274 274 276 224 226 225 225 226 0 0
(995) (994) (994) (995) (975) (976) (976) (976) (1,449) (1,364) (1,364) (200) (200) (200) (200) (196) (196) (196) (196) (296) (278) (278) (131) (131) (131) (131) (128) (128) (128) (128) (196) (183) (183) (4,371) (4,372) (4,372) (4,371) (4,396) (4,395) (4,395) (4,396) (3,789) (3,899) (3,899) 1,179 1,178 1,178 1,179 1,154 1,155 1,155 1,155 1,761 1,651 1,651 2,074 2,074 2,074 2,075 2,051 2,052 2,051 2,051 2,625 2,521 2,521 3,253 3,252 3,252 3,254 3,205 3,207 3,206 3,206 4,385 4,172 4,172 See Table A-8 for projection of Released FORA Funds.

Funds not needed for debt service on FORA Bonds are released in September of each year for redistribution in accordance with 33492.71(c)(1)(D) of the California Health and Safety Code which provides for a 38% share to the County, 8% to other agencies and 54% available to meet Successor Agency obligations.

Projection for FY 22-23 is based on County reported assessed values. Projection for FY 23-24 is based on FY 22-23 reported assessed values, minus an adjustment for appeals, plus assessed value added from new homes completed and/or sold in 2022 YTD.

The Fort Ord Reuse Authority (FORA) sunset on June 30, 2020 pursuant to Section 67700 of the California Government Code. However, 100% of the FORA share of pass throughs was pledged for payment of bond debt service that extends through 2037.

Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
273
Table A-6.2
FY 2023-24 Projection
Projected Pledged Non-Housing Funds
City of Marina Successor Agency
(000's Omitted)
Fiscal Year
I. Assessed Value - Dunes Project
Real Property AV
Less: Appeal Reductions
Real Property AV Growth @ 0%
AV Added (Table A-9)
Total Real Property
Personal Property AV
Total Dunes Project AV
II. Gross RPTTF - Dunes @1%
III. Deductions per Dunes Agreement
County Admin Fee at 1.53%
Former Housing Funds @20%
Pass Through: MPUSD
Pass Through: MPC
Pass Though: FORA (non-subordinate)(2)
Release FORA PT not used for Bonds(3)
Pass Through: County
Pass Through: Other Agencies
10% Retained
Total Deductions
IV. Available Non-Housing TI Funds
V. Add Subordinate Pass Throughs
(all agencies except FORA)
VI. Pledged Non-Housing Funds
Available for Debt Service
Notes:
(1)
(2)
(3)
With AV Added from New Homes and Home Sales, Then 0% Growth

TI Limit 6/30/48
2040-41 2041-42 2042-43 2043-44 2044-45 2045-46 2046-47 2047-48 532,020 532,020 532,020 532,020 532,020 532,020 532,020 532,020 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
532,020 532,020 532,020 532,020 532,020 532,020 532,020 532,020 22,982 22,982 22,982 22,982 22,982 22,982 22,982 22,982 555,002 555,002 555,002 555,002 555,002 555,002 555,002 555,002 5,550 5,550 5,550 5,550 5,550 5,550 5,550 5,550
(85) (85) (85) (85) (85) (85) (85) (85)
(1,110) (1,110) (1,110) (1,110) (1,110) (1,110) (1,110) (1,110) (794) (794) (794) (794) (794) (794) (794) (794)
(86) (86) (86) (86) (86) (86) (86) (86)
0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
(1,364) (1,364) (1,364) (1,364) (1,364) (1,364) (1,364) (1,364) (278) (278) (278) (278) (278) (278) (278) (278)
(183) (183) (183) (183) (183) (183) (183) (183)
(3,899) (3,899) (3,899) (3,899) (3,899) (3,899) (3,899) (3,899) 1,651 1,651 1,651 1,651 1,651 1,651 1,651 1,651
2,521 2,521 2,521 2,521 2,521 2,521 2,521 2,521
4,172 4,172 4,172 4,172 4,172 4,172 4,172 4,172
See Table A-8 for projection of Released FORA Funds.

Funds not needed for debt service on FORA Bonds are released in September of each year for redistribution in accordance with 33492.71(c)(1)(D) of the California Health and Safety Code which provides for a 38% share to the County, 8% to other agencies and 54% available to meet Successor Agency obligations.

Projection for FY 22-23 is based on County reported assessed values. Projection for FY 23-24 is based on FY 22-23 reported assessed values, minus an adjustment for appeals, plus assessed value added from new homes completed and/or sold in 2022 YTD.

The Fort Ord Reuse Authority (FORA) sunset on June 30, 2020 pursuant to Section 67700 of the California Government Code.

However, 100% of the FORA share of pass throughs was pledged for payment of bond debt service that extends through 2037.

Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
274
Table A-6.3
FY 2023-24 Projection
Projected Available LMIHF Funds With AV Added from New Homes and Home Sales, Then 0% Growth City of Marina Successor Agency Page 1 of 3
(000's Omitted)
Fiscal Year 2022-23 2023-24 2024-25 2025-26 2026-27 2027-28 2028-29 I. Former Housing Funds
From Sea Haven (Table A-6.4) 928 1,036 1,036 1,036 1,036 1,036 1,036 From Dunes (Table A-6.2) 1,068 1,110 1,110 1,110 1,110 1,110 1,110 Total Former Housing 1,996 2,146 2,146 2,146 2,146 2,146 2,146 Less: 10% Retained (200) (215) (215) (215) (215) (215) (215) II. Available LMIHF Funds 1,796 1,931 1,931 1,931 1,931 1,931 1,931 from Dunes and Sea Haven
Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
275
Table A-6.3
FY 2023-24 Projection
Projected Available LMIHF Funds
City of Marina Successor Agency
(000's Omitted)
Fiscal Year
I. Former Housing Funds
From Sea Haven (Table A-6.4)
From Dunes (Table A-6.2)
Total Former Housing
Less: 10% Retained
II. Available LMIHF Funds
from Dunes and Sea Haven
With AV Added from New Homes and Home Sales, Then 0% Growth

2029-30 2030-31 2031-32 2032-33 2033-34 2034-35 2035-36 2036-37 2037-38 2038-39 2039-40 1,036 1,036 1,036 1,036 1,036 1,036 1,036 1,036 1,036 1,036 1,036 1,110 1,110 1,110 1,110 1,110 1,110 1,110 1,110 1,110 1,110 1,110 2,146 2,146 2,146 2,146 2,146 2,146 2,146 2,146 2,146 2,146 2,146 (215) (215) (215) (215) (215) (215) (215) (215) (215) (215) (215) 1,931 1,931 1,931 1,931 1,931 1,931 1,931 1,931 1,931 1,931 1,931 Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
276
Table A-6.3
FY 2023-24 Projection
Projected Available LMIHF Funds
City of Marina Successor Agency
(000's Omitted)
Fiscal Year
I. Former Housing Funds
From Sea Haven (Table A-6.4)
From Dunes (Table A-6.2)
Total Former Housing
Less: 10% Retained
II. Available LMIHF Funds
from Dunes and Sea Haven
With AV Added from New Homes and Home Sales, Then 0% Growth

TI Limit 6/30/48
2040-41 2041-42 2042-43 2043-44 2044-45 2045-46 2046-47 2047-48 1,036 1,036 1,036 1,036 1,036 1,036 1,036 1,036
1,110 1,110 1,110 1,110 1,110 1,110 1,110 1,110
2,146 2,146 2,146 2,146 2,146 2,146 2,146 2,146
(215) (215) (215) (215) (215) (215) (215) (215)
1,931 1,931 1,931 1,931 1,931 1,931 1,931 1,931
Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
277
Table A-6.4
FY 2023-24 Projection
Projected Sea Haven RPTTF With AV Added from New Homes and Home Sales, Then 0% Growth City of Marina Successor Agency Page 1 of 3
(000's Omitted)
Fiscal Year 2022-23(1) 2023-24(1)
2024-25 2025-26 2026-27 2027-28 2028-29
I. Assessed Value - Sea Haven
Real Property AV 464,023 464,023 517,903 517,903 517,903 517,903 517,903 Less: Appeal Reductions 0 (134) 0 0 0 0 0
Real Property AV Growth @ 0% 0 0 0 0 0 0 0
AV Added (Table A-9) 0 54,014 0 0 0 0 0
Total Real Property 464,023 517,903 517,903 517,903 517,903 517,903 517,903 Personal Property AV 2 2 2 2 2 2 2
Total Sea Haven Project AV 464,025 517,906 517,906 517,906 517,906 517,906 517,906 II. Gross RPTTF - Sea Haven @1% 4,640 5,179 5,179 5,179 5,179 5,179 5,179 III. Former Housing funds @20% 928 1,036 1,036 1,036 1,036 1,036 1,036 From Sea Haven
(1) Projection for FY 22-23 is based on reported assessed values. Projection for FY 23-24 is based on FY 22-23 assessed values plus assessed value added by completed new homes and transfers of ownership recorded in 2022, less the estimated impact of pending assessment appeals.

Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
278
Table A-6.4
FY 2023-24 Projection
Projected Sea Haven RPTTF
City of Marina Successor Agency
(000's Omitted)
Fiscal Year
I. Assessed Value - Sea Haven
Real Property AV
Less: Appeal Reductions
Real Property AV Growth @ 0%
AV Added (Table A-9)
Total Real Property
Personal Property AV
Total Sea Haven Project AV
II. Gross RPTTF - Sea Haven @1%
III. Former Housing funds @20%
From Sea Haven
With AV Added from New Homes and Home Sales, Then 0% Growth

2029-30 2030-31 2031-32 2032-33 2033-34 2034-35 2035-36 2036-37 2037-38 2038-39 2039-40 517,903 517,903 517,903 517,903 517,903 517,903 517,903 517,903 517,903 517,903 517,903 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0
517,903 517,903 517,903 517,903 517,903 517,903 517,903 517,903 517,903 517,903 517,903 2 2 2 2 2 2 2 2 2 2 2
517,906 517,906 517,906 517,906 517,906 517,906 517,906 517,906 517,906 517,906 517,906 5,179 5,179 5,179 5,179 5,179 5,179 5,179 5,179 5,179 5,179 5,179 1,036 1,036 1,036 1,036 1,036 1,036 1,036 1,036 1,036 1,036 1,036 (1) Projection for FY 22-23 is based on reported assessed values. Projection for FY 23-24 is based on FY 22-23 assessed values plus assessed value added by completed new homes and transfers of ownership recorded in 2022, less the estimated impact of pending assessment appeals.

Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
279
Table A-6.4
FY 2023-24 Projection
Projected Sea Haven RPTTF
City of Marina Successor Agency
(000's Omitted)
Fiscal Year
I. Assessed Value - Sea Haven
Real Property AV
Less: Appeal Reductions
Real Property AV Growth @ 0%
AV Added (Table A-9)
Total Real Property
Personal Property AV
Total Sea Haven Project AV
II. Gross RPTTF - Sea Haven @1%
III. Former Housing funds @20%
From Sea Haven
With AV Added from New Homes and Home Sales, Then 0% Growth

TI Limit 6/30/48
2040-41 2041-42 2042-43 2043-44 2044-45 2045-46 2046-47 2047-48 517,903 517,903 517,903 517,903 517,903 517,903 517,903 517,903 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
517,903 517,903 517,903 517,903 517,903 517,903 517,903 517,903 2 2 2 2 2 2 2 2
517,906 517,906 517,906 517,906 517,906 517,906 517,906 517,906 5,179 5,179 5,179 5,179 5,179 5,179 5,179 5,179
1,036 1,036 1,036 1,036 1,036 1,036 1,036 1,036
(1) Projection for FY 22-23 is based on reported assessed values. Projection for FY 23-24 is based on FY 22-23 assessed values plus assessed value added by completed new homes and transfers of ownership recorded in 2022, less the estimated impact of pending assessment appeals.

Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
280
Table A-7.1
Projection of Pledged Non Housing Funds and Available LMIHF Funds for Debt Service With AV Added from New Homes and Home Sales, Then 2% Growth City of Marina Successor Agency
2% Growth Projection
$Thousands
Fiscal
Year Dunes
Sea
Haven Total
2022-23 (4) 5,339 (4,156) 1,184 2,038 3,222 1,068 928 1,996 (200) 1,796 2023-24 (5) 5,641 (4,381) 1,260 2,169 3,428 1,128 1,053 2,181 (218) 1,963 2024-25 5,749 (4,470) 1,279 2,208 3,487 1,150 1,074 2,224 (222) 2,001 2025-26 5,860 (4,564) 1,296 2,245 3,541 1,172 1,095 2,267 (227) 2,041 2026-27 5,972 (4,717) 1,256 2,228 3,484 1,194 1,117 2,312 (231) 2,081 2027-28 6,087 (4,811) 1,277 2,270 3,547 1,217 1,140 2,357 (236) 2,121 2028-29 6,204 (4,906) 1,298 2,313 3,611 1,241 1,163 2,403 (240) 2,163 2029-30 6,324 (5,004) 1,320 2,357 3,676 1,265 1,186 2,451 (245) 2,205 2030-31 6,446 (5,106) 1,339 2,405 3,744 1,289 1,209 2,499 (250) 2,249 2031-32 6,570 (5,210) 1,360 2,455 3,815 1,314 1,234 2,548 (255) 2,293 2032-33 6,697 (5,315) 1,382 2,507 3,889 1,339 1,258 2,598 (260) 2,338 2033-34 6,826 (5,448) 1,378 2,536 3,913 1,365 1,284 2,649 (265) 2,384 2034-35 6,958 (5,558) 1,401 2,590 3,990 1,392 1,309 2,701 (270) 2,431 2035-36 7,093 (5,670) 1,422 2,643 4,066 1,419 1,335 2,754 (275) 2,479 2036-37 7,230 (5,785) 1,445 2,699 4,143 1,446 1,362 2,808 (281) 2,527 2037-38 7,370 (5,113) 2,257 3,502 5,758 1,474 1,389 2,863 (286) 2,577 2038-39 7,513 (5,328) 2,184 3,468 5,653 1,503 1,417 2,920 (292) 2,628 2039-40 7,658 (5,436) 2,222 3,540 5,763 1,532 1,445 2,977 (298) 2,679 2040-41 7,807 (5,546) 2,261 3,614 5,875 1,561 1,474 3,036 (304) 2,732 2041-42 7,959 (5,658) 2,301 3,688 5,989 1,592 1,504 3,096 (310) 2,786 2042-43 8,113 (5,772) 2,341 3,765 6,106 1,623 1,534 3,157 (316) 2,841 2043-44 8,271 (5,888) 2,383 3,843 6,225 1,654 1,565 3,219 (322) 2,897 2044-45 8,432 (6,007) 2,425 3,922 6,347 1,686 1,596 3,282 (328) 2,954 2045-46 8,596 (6,128) 2,468 4,003 6,471 1,719 1,628 3,347 (335) 3,012 2046-47 8,763 (6,252) 2,511 4,086 6,597 1,753 1,660 3,413 (341) 3,072 2047-48 8,934 (6,378) 2,556 4,170 6,726 1,787 1,694 3,480 (348) 3,132 Notes:
(5) Projection for FY 23-24 is based on reported FY 22-23 assessed values, minus an adjustment for appeals, plus assessed value added from new homes completed and/or sold in 2022 YTD.
(1) Deductions include Dunes Project allocable share of: (1) County of Monterey administrative costs; (2) the amount that would have been required to be deposited in the Low and Moderate Income Housing Fund; (3) pass throughs payments; and (4) ten percent (10%) of the net available after the preceding three deductions. (2) Includes pass through payments to the Fort Ord Reuse Authority (FORA) through FY 2036-37. FORA sunset on June 30, 2020 pursuant to Section 67700 of the California Government Code. However, 100% of the FORA pass throughs was pledged for payment of bond debt service that extends through 2037. Funds not needed for debt service are released in September of each year to the County Auditor Controller for redistribution in accordance with 33492.71(c)(1)(D) of the California Health and Safety Code, which provides for a 38% share to the County, 8% to other agencies and 54% available to meet Successor Agency obligations. Projection incorporates release of FORA bond debt service coverage amount in the subsequent fiscal year.
(3) Pass through payments to taxing agencies other than the Fort Ord Reuse Authority (FORA) are subordinate. Pass throughs to FORA are not subordinate. (4) Projection for FY 22-23 is based on reported assessed values.

Pledged Non-Housing Funds (from Table A-7.2) Available LMIHF Funds (from Table A-7.3) Gross
Dunes
RPTTF
Revenue
Less: All
Deductions Per
Dunes
Agreement (1) (2)
Available Non-
Housing Tax
Increment
Funds
Add
Subordinated
Pass
Throughs(3)

PLEDGED

NON-HOUSING
FUNDS
Former Housing Funds
Less:
10%
Retained

AVAILABLE

LMIHF FUNDS
Actual taxable values and RPTTF revenues may vary from the amounts in this projection.

Prepared by Keyser Marston Associates, Inc.
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EXHIBIT D
281
Table A-7.2
2% Growth Projection
Projected Pledged Non-Housing Funds
Cit
y of Marina Successor Agency Page 1 of 3
With AV Added from New Homes and Home Sales, Then 2% Growth (000's Omitted)
Fiscal Year 2022-23(1) 2023-24(1)
2024-25 2025-26 2026-27 2027-28 2028-29
I. Assessed Value - Dunes Project
Real Property AV 510,961 510,961 541,131 551,954 562,993 574,253 585,738 Less: Appeal Reductions 0 (34,216) 0 0 0 0 0
Real Property AV Growth @ 2% 0 9,111 10,823 11,039 11,260 11,485 11,715 AV Added (Table A-9) 0 55,276 0 0 0 0 0
Total Real Property 510,961 541,131 551,954 562,993 574,253 585,738 597,453 Personal Property AV 22,982 22,982 22,982 22,982 22,982 22,982 22,982 Total Dunes Project AV 533,943 564,113 574,936 585,975 597,235 608,720 620,435 II. Gross RPTTF - Dunes @1% 5,339 5,641 5,749 5,860 5,972 6,087 6,204 III. Deductions per Dunes Agreement
County Admin Fee at 1.53% (82) (86) (88) (90) (91) (93) (95) Former Housing Funds @20% (1,068) (1,128) (1,150) (1,172) (1,194) (1,217) (1,241) Pass Through: MPUSD (760) (809) (826) (844) (862) (880) (899) Pass Through: MPC (82) (87) (89) (91) (93) (95) (97)
Pass Though: FORA (non-subordinate)(2)
(1,200) (1,266) (1,290) (1,314) (1,338) (1,363) (1,389) Release FORA PT not used for Bonds(3)
364 408 407 400 275 275 275
Pass Through: County (996) (1,059) (1,076) (1,090) (1,060) (1,078) (1,096) Pass Through: Other Agencies (201) (213) (217) (220) (213) (217) (220) 10% Retained (132) (140) (142) (144) (140) (142) (144)
Total Deductions (4,156) (4,381) (4,470) (4,564) (4,717) (4,811) (4,906) IV. Available Non-Housing TI Funds 1,184 1,260 1,279 1,296 1,256 1,277 1,298 V. Add Subordinate Pass Throughs 2,038 2,169 2,208 2,245 2,228 2,270 2,313 (all agencies except FORA)
VI. Pledged Non-Housing Funds 3,222 3,428 3,487 3,541 3,484 3,547 3,611 Available for Debt Service
Notes:
(1)
(2)
(3) Funds not needed for debt service on FORA Bonds are released in September of each year for redistribution in accordance with 33492.71(c)(1)(D) of the California Health and Safety Code which provides for a 38% share to the County, 8% to other agencies and 54% available to meet Successor Agency obligations.

See Table A-8 for projection of Released FORA Funds.

Projection for FY 22-23 is based on County reported assessed values. Projection for FY 23-24 is based on FY 22-23 reported assessed values, minus an adjustment for appeals, plus assessed value added from new homes completed and/or sold in 2022 YTD.

The Fort Ord Reuse Authority (FORA) sunset on June 30, 2020 pursuant to Section 67700 of the California Government Code. However, 100% of the FORA share of pass throughs was pledged for payment of bond debt service that extends through 2037.

Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
282
Table A-7.2
2% Growth Projection
Projected Pledged Non-Housing Funds
City of Marina Successor Agency
(000's Omitted)
Fiscal Year
I. Assessed Value - Dunes Project
Real Property AV
Less: Appeal Reductions
Real Property AV Growth @ 2%
AV Added (Table A-9)
Total Real Property
Personal Property AV
Total Dunes Project AV
II. Gross RPTTF - Dunes @1%
III. Deductions per Dunes Agreement
County Admin Fee at 1.53%
Former Housing Funds @20%
Pass Through: MPUSD
Pass Through: MPC
Pass Though: FORA (non-subordinate)(2)
Release FORA PT not used for Bonds(3)
Pass Through: County
Pass Through: Other Agencies
10% Retained
Total Deductions
IV. Available Non-Housing TI Funds
V. Add Subordinate Pass Throughs
(all agencies except FORA)
VI. Pledged Non-Housing Funds
Available for Debt Service
Notes:
(1)
(2)
(3)

With AV Added from New Homes and Home Sales, Then 2% Growth 2029-30 2030-31 2031-
32 2032-33 2033-34 2034-35 2035-36 2036-37 2037-38 2038-39 2039-40 597,453 609,402 621,590 634,022 646,702 659,636 672,829 686,285 700,011 714,011 728,292 0 0 0 0 0 0 0 0 0 0 0
11,949 12,188 12,432 12,680 12,934 13,193 13,457 13,726 14,000 14,280 14,566 0 0 0 0 0 0 0 0 0 0 0
609,402 621,590 634,022 646,702 659,636 672,829 686,285 700,011 714,011 728,292 742,857 22,982 22,982 22,982 22,982 22,982 22,982 22,982 22,982 22,982 22,982 22,982 632,384 644,572 657,004 669,684 682,618 695,811 709,267 722,993 736,993 751,274 765,839 6,324 6,446 6,570 6,697 6,826 6,958 7,093 7,230 7,370 7,513 7,658 (97) (99) (101) (102) (104) (106) (109) (111) (113) (115) (117) (1,265) (1,289) (1,314) (1,339) (1,365) (1,392) (1,419) (1,446) (1,474) (1,503) (1,532) (918) (944) (970) (997) (1,024) (1,052) (1,080) (1,109) (1,138) (1,168) (1,198) (99) (102) (105) (108) (111) (114) (117) (120) (123) (126) (129) (1,415) (1,439) (1,463) (1,489) (1,514) (1,540) (1,567) (1,594) 0 0 0 275 274 274 276 224 226 225 225 226 0 0
(1,115) (1,132) (1,149) (1,168) (1,167) (1,186) (1,205) (1,224) (1,861) (1,806) (1,838) (224) (227) (231) (235) (234) (238) (242) (246) (380) (368) (374) (147) (149) (151) (154) (153) (156) (158) (161) (251) (243) (247) (5,004) (5,106) (5,210) (5,315) (5,448) (5,558) (5,670) (5,785) (5,113) (5,328) (5,436) 1,320 1,339 1,360 1,382 1,378 1,401 1,422 1,445 2,257 2,184 2,222 2,357 2,405 2,455 2,507 2,536 2,590 2,643 2,699 3,502 3,468 3,540 3,676 3,744 3,815 3,889 3,913 3,990 4,066 4,143 5,758 5,653 5,763 See Table A-8 for projection of Released FORA Funds.

Funds not needed for debt service on FORA Bonds are released in September of each year for redistribution in accordance with 33492.71(c)(1)(D) of the California Health and Safety Code which provides for a 38% share to the County, 8% to other agencies and 54% available to meet Successor Agency obligations.

Projection for FY 22-23 is based on County reported assessed values. Projection for FY 23-24 is based on FY 22-23 reported assessed values, minus an adjustment for appeals, plus assessed value added from new homes completed and/or sold in 2022 YTD.

The Fort Ord Reuse Authority (FORA) sunset on June 30, 2020 pursuant to Section 67700 of the California Government Code. However, 100% of the FORA share of pass throughs was pledged for payment of bond debt service that extends through 2037.

Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
283
Table A-7.2
2% Growth Projection
Projected Pledged Non-Housing Funds
City of Marina Successor Agency
(000's Omitted)
Fiscal Year
I. Assessed Value - Dunes Project
Real Property AV
Less: Appeal Reductions
Real Property AV Growth @ 2%
AV Added (Table A-9)
Total Real Property
Personal Property AV
Total Dunes Project AV
II. Gross RPTTF - Dunes @1%
III. Deductions per Dunes Agreement
County Admin Fee at 1.53%
Former Housing Funds @20%
Pass Through: MPUSD
Pass Through: MPC
Pass Though: FORA (non-subordinate)(2)
Release FORA PT not used for Bonds(3)
Pass Through: County
Pass Through: Other Agencies
10% Retained
Total Deductions
IV. Available Non-Housing TI Funds
V. Add Subordinate Pass Throughs
(all agencies except FORA)
VI. Pledged Non-Housing Funds
Available for Debt Service
Notes:
(1)
(2)
(3)

With AV Added from New Homes and Home Sales, Then 2% Growth TI Limit 6/30/48
2040-41 2041-42 2042-43 2043-44 2044-45 2045-46 2046-47 2047-48 742,857 757,714 772,869 788,326 804,093 820,175 836,578 853,310 0 0 0 0 0 0 0 0
14,857 15,154 15,457 15,767 16,082 16,403 16,732 17,066 0 0 0 0 0 0 0 0
757,714 772,869 788,326 804,093 820,175 836,578 853,310 870,376 22,982 22,982 22,982 22,982 22,982 22,982 22,982 22,982 780,697 795,851 811,308 827,075 843,157 859,560 876,292 893,358 7,807 7,959 8,113 8,271 8,432 8,596 8,763 8,934
(119) (122) (124) (127) (129) (132) (134) (137)
(1,561) (1,592) (1,623) (1,654) (1,686) (1,719) (1,753) (1,787) (1,230) (1,261) (1,294) (1,327) (1,361) (1,395) (1,430) (1,466) (133) (136) (140) (143) (147) (151) (154) (158)
0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
(1,870) (1,903) (1,937) (1,971) (2,006) (2,042) (2,078) (2,115) (381) (388) (394) (401) (409) (416) (423) (431)
(251) (256) (260) (265) (269) (274) (279) (284)
(5,546) (5,658) (5,772) (5,888) (6,007) (6,128) (6,252) (6,378) 2,261 2,301 2,341 2,383 2,425 2,468 2,511 2,556
3,614 3,688 3,765 3,843 3,922 4,003 4,086 4,170
5,875 5,989 6,106 6,225 6,347 6,471 6,597 6,726
See Table A-8 for projection of Released FORA Funds.

Funds not needed for debt service on FORA Bonds are released in September of each year for redistribution in accordance with 33492.71(c)(1)(D) of the California Health and Safety Code which provides for a 38% share to the County, 8% to other agencies and 54% available to meet Successor Agency obligations.

Projection for FY 22-23 is based on County reported assessed values. Projection for FY 23-24 is based on FY 22-23 reported assessed values, minus an adjustment for appeals, plus assessed value added from new homes completed and/or sold in 2022 YTD.

The Fort Ord Reuse Authority (FORA) sunset on June 30, 2020 pursuant to Section 67700 of the California Government Code.

However, 100% of the FORA share of pass throughs was pledged for payment of bond debt service that extends through 2037.

Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
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Table A-7.3
2% Growth Projection
Projected Available LMIHF Funds
Cit
y of Marina Successor Agency
With AV Added from New Homes and Home Sales, Then 2% Growth

(000's Omitted)
Fiscal Year 2022-23 2023-24 2024-25 2025-26 2026-27 2027-28 2028-29 I. Former Housing Funds
From Sea Haven (Table A-7.4) 928 1,053 1,074 1,095 1,117 1,140 1,163 From Dunes (Table A-7.2) 1,068 1,128 1,150 1,172 1,194 1,217 1,241 Total Former Housing 1,996 2,181 2,224 2,267 2,312 2,357 2,403 Less: 10% Retained (200) (218) (222) (227) (231) (236) (240) II. Available LMIHF Funds 1,796 1,963 2,001 2,041 2,081 2,121 2,163 from Dunes and Sea Haven
Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
285
Table A-7.3
2% Growth Projection
Projected Available LMIHF Funds
City of Marina Successor Agency
(000's Omitted)
Fiscal Year
I. Former Housing Funds
From Sea Haven (Table A-7.4)
From Dunes (Table A-7.2)
Total Former Housing
Less: 10% Retained
II. Available LMIHF Funds
from Dunes and Sea Haven

With AV Added from New Homes and Home Sales, Then 2% Growth 2029-30 2030-31 2031-
32 2032-33 2033-34 2034-35 2035-36 2036-37 2037-38 2038-39 2039-40 1,186 1,209 1,234 1,258 1,284 1,309 1,335 1,362 1,389 1,417 1,445 1,265 1,289 1,314 1,339 1,365 1,392 1,419 1,446 1,474 1,503 1,532 2,451 2,499 2,548 2,598 2,649 2,701 2,754 2,808 2,863 2,920 2,977 (245) (250) (255) (260) (265) (270) (275) (281) (286) (292) (298) 2,205 2,249 2,293 2,338 2,384 2,431 2,479 2,527 2,577 2,628 2,679 Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
286
Table A-7.3
2% Growth Projection
Projected Available LMIHF Funds
City of Marina Successor Agency
(000's Omitted)
Fiscal Year
I. Former Housing Funds
From Sea Haven (Table A-7.4)
From Dunes (Table A-7.2)
Total Former Housing
Less: 10% Retained
II. Available LMIHF Funds
from Dunes and Sea Haven

With AV Added from New Homes and Home Sales, Then 2% Growth TI Limit 6/30/48
2040-41 2041-42 2042-43 2043-44 2044-45 2045-46 2046-47 2047-48 1,474 1,504 1,534 1,565 1,596 1,628 1,660 1,694
1,561 1,592 1,623 1,654 1,686 1,719 1,753 1,787
3,036 3,096 3,157 3,219 3,282 3,347 3,413 3,480
(304) (310) (316) (322) (328) (335) (341) (348)
2,732 2,786 2,841 2,897 2,954 3,012 3,072 3,132
Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
287
Table A-7.4
2% Growth Projection
Projected Sea Haven RPTTF
Cit
y of Marina Successor Agency Page 1 of 3
With AV Added from New Homes and Home Sales, Then 2% Growth (000's Omitted)
Fiscal Year 2022-23(1) 2023-24(1)
2024-25 2025-26 2026-27 2027-28 2028-29
I. Assessed Value - Sea Haven
Real Property AV 464,023 464,023 526,463 536,993 547,732 558,687 569,861 Less: Appeal Reductions 0 (134) 0 0 0 0 0
Real Property AV Growth @ 2% 0 8,560 10,529 10,740 10,955 11,174 11,397 AV Added (Table A-9) 0 54,014 0 0 0 0 0
Total Real Property 464,023 526,463 536,993 547,732 558,687 569,861 581,258 Personal Property AV 2 2 2 2 2 2 2
Total Sea Haven Project AV 464,025 526,466 536,995 547,735 558,689 569,863 581,260 II. Gross RPTTF - Sea Haven @1% 4,640 5,265 5,370 5,477 5,587 5,699 5,813 III. Former Housing funds @20% 928 1,053 1,074 1,095 1,117 1,140 1,163 From Sea Haven
(1) Projection for FY 22-23 is based on reported assessed values. Projection for FY 23-24 is based on FY 22-23 assessed values plus assessed value added by completed new homes and transfers of ownership recorded in 2022, less the estimated impact of pending assessment appeals.

Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
288
Table A-7.4
2% Growth Projection
Projected Sea Haven RPTTF
City of Marina Successor Agency
(000's Omitted)
Fiscal Year
I. Assessed Value - Sea Haven
Real Property AV
Less: Appeal Reductions
Real Property AV Growth @ 2%
AV Added (Table A-9)
Total Real Property
Personal Property AV
Total Sea Haven Project AV
II. Gross RPTTF - Sea Haven @1%
III. Former Housing funds @20%
From Sea Haven

With AV Added from New Homes and Home Sales, Then 2% Growth 2029-30 2030-31 2031-
32 2032-33 2033-34 2034-35 2035-36 2036-37 2037-38 2038-39 2039-40 581,258 592,883 604,741 616,836 629,172 641,756 654,591 667,683 681,036 694,657 708,550 0 0 0 0 0 0 0 0 0 0 0
11,625 11,858 12,095 12,337 12,583 12,835 13,092 13,354 13,621 13,893 14,171 0 0 0 0 0 0 0 0 0 0 0
592,883 604,741 616,836 629,172 641,756 654,591 667,683 681,036 694,657 708,550 722,721 2 2 2 2 2 2 2 2 2 2 2
592,885 604,743 616,838 629,175 641,758 654,593 667,685 681,039 694,659 708,553 722,724 5,929 6,047 6,168 6,292 6,418 6,546 6,677 6,810 6,947 7,086 7,227 1,186 1,209 1,234 1,258 1,284 1,309 1,335 1,362 1,389 1,417 1,445 (1) Projection for FY 22-23 is based on reported assessed values. Projection for FY 23-24 is based on FY 22-23 assessed values plus assessed value added by completed new homes and transfers of ownership recorded in 2022, less the estimated impact of pending assessment appeals.

Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
289
Table A-7.4
2% Growth Projection
Projected Sea Haven RPTTF
City of Marina Successor Agency
(000's Omitted)
Fiscal Year
I. Assessed Value - Sea Haven
Real Property AV
Less: Appeal Reductions
Real Property AV Growth @ 2%
AV Added (Table A-9)
Total Real Property
Personal Property AV
Total Sea Haven Project AV
II. Gross RPTTF - Sea Haven @1%
III. Former Housing funds @20%
From Sea Haven

With AV Added from New Homes and Home Sales, Then 2% Growth TI Limit 6/30/48
2040-41 2041-42 2042-43 2043-44 2044-45 2045-46 2046-47 2047-48 722,721 737,176 751,919 766,958 782,297 797,943 813,902 830,180 0 0 0 0 0 0 0 0
14,454 14,744 15,038 15,339 15,646 15,959 16,278 16,604 0 0 0 0 0 0 0 0
737,176 751,919 766,958 782,297 797,943 813,902 830,180 846,783 2 2 2 2 2 2 2 2
737,178 751,921 766,960 782,299 797,945 813,904 830,182 846,785 7,372 7,519 7,670 7,823 7,979 8,139 8,302 8,468
1,474 1,504 1,534 1,565 1,596 1,628 1,660 1,694
(1) Projection for FY 22-23 is based on reported assessed values. Projection for FY 23-24 is based on FY 22-23 assessed values plus assessed value added by completed new homes and transfers of ownership recorded in 2022, less the estimated impact of pending assessment appeals.

Actual RPTTF revenues may vary from the amounts contained in this projection.

Keyser Marston Associates, Inc.
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EXHIBIT D
290
Table A-8
Projection of Released FORA Funds
City of Marina Successor Agency
$Thousands
A. B. C. D. E. F. G.

Fiscal
Year
Revenues
Pledged to
FORA Bonds (1)
FORA Bond Debt
Service
Requirement
Excluding Deemed
Escrow Bonds (2)
Projected
Administrative
Expense (3)
Combined
Debt Service
and Admin
Expense (4)
Projection of
Aggregate
Released FORA
Funds (=A.- D.) (4)
Dunes Incremental
AV as % of
Combined Seaside
+ Marina Project
Areas (5)
Estimated Share of
Released Amount
Derived from Dunes
(release occurs in
subsequent fiscal year) (5)
2020-21 actual 372 37% 138
2021-22 actual 934 39% 364
2022-23 projected 3,382 2,186 10 2,196 1,186 34% 408
2023-24 3,382 2,189 10 2,199 1,183 34% 407
2024-25 3,382 2,208 10 2,218 1,164 34% 400
2025-26 3,382 2,573 10 2,583 799 34% 275
2026-27 3,382 2,572 10 2,582 801 34% 275
2027-28 3,382 2,571 10 2,581 801 34% 275
2028-29 3,382 2,572 10 2,582 800 34% 275
2029-30 3,382 2,575 10 2,585 797 34% 274
2030-31 3,382 2,575 10 2,585 797 34% 274
2031-32 3,382 2,570 10 2,580 802 34% 276
2032-33 2,293 1,832 10 1,842 451 50% 224
2033-34 2,293 1,828 10 1,838 455 50% 226
2034-35 2,293 1,830 10 1,840 453 50% 225
2035-36 2,293 1,830 10 1,840 453 50% 225
2036-37 2,293 1,829 10 1,839 455 50% 226
Notes:
(5) County practice is to allocate released FORA funds proportionate to the contributed revenues.

Dunes Share of Released FORA Funds
(1) Dalculated FY 22-23 revenues based on AV. No growth assumed. Seaside revenue assumed to end after FY 2031-32 following the final payment on outstanding tax allocation bonds. (2) Includes amount to be released from Escrow in 2022 pursuant to request submitted to the Trustee on 9/15/22. (3) Based on the amount of the deposit to the Administrative Expense Account at closing of the FORA Bonds, and assumed to remain constant. (4) Projection assumes (a) no growth in FY 2022-23 assessed values, and (b) for consistency, no additional releases of Deemed Escrow Bonds, as a release would only occur if assessed values increased and 1.25 coverage requirement is met.

Actual taxable values and RPTTF revenues may vary from the amounts in this projection.

Prepared by Keyser Marston Associates, Inc.
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EXHIBIT D
291
Table A-9
Assessed Value Added from Development and Sale of New Homes City of Marina Successor Agency

A. Dunes Project Home / Property Sales Recorded in 2022 Through August Existing Net AV
No. APN Sale Price 22-23 roll AV Increase
1 031-253-020-000 $918,000 $715,316 $202,684
2 031-253-044-000 $1,300,000 $860,096 $439,904
3 031-253-047-000 $1,196,000 $866,220 $329,780
4 031-254-061-000 $955,000 $823,896 $131,104
5 031-255-015-000 $895,000 $724,367 $170,633
6 031-255-039-000 $1,200,000 $853,440 $346,560
7 031-251-025-000 $3,600,000 $20,126 $3,579,874
8 031-256-001-000 $1,130,000 $807,574 $322,426
9 031-256-046-000 $1,075,000 $790,182 $284,818
10 031-256-048-000 $1,005,000 $795,578 $209,422
11 031-257-051-000 $983,000 $103,056 $879,944
12 031-257-054-000 $965,500 $172,056 $793,444
13 031-257-055-000 $1,009,000 $182,056 $826,944
14 031-257-056-000 $1,016,500 $182,056 $834,444
15 031-257-057-000 $950,500 $173,056 $777,444
16 031-257-058-000 $1,022,000 $192,362 $829,638
17 031-257-059-000 $1,020,000 $182,056 $837,944
18 031-257-060-000 $972,000 $154,056 $817,944
19 031-257-061-000 $1,140,000 $156,056 $983,944
20 031-257-062-000 $1,012,500 $154,056 $858,444
21 031-257-063-000 $980,500 $103,056 $877,444
22 031-258-023-000 $1,072,000 $103,056 $968,944
23 031-258-025-000 $1,092,500 $375,056 $717,444
24 031-258-026-000 $1,037,500 $368,056 $669,444
25 031-258-027-000 $1,030,000 $355,056 $674,944
26 031-258-028-000 $1,043,500 $368,056 $675,444
27 031-258-029-000 $1,045,000 $367,362 $677,638
28 031-258-031-000 $1,108,000 $103,056 $1,004,944
29 031-258-032-000 $1,072,000 $103,056 $968,944
30 031-258-047-000 $1,174,000 $103,056 $1,070,944
31 031-258-048-000 $1,126,000 $103,056 $1,022,944
32 031-258-049-000 $1,040,500 $365,362 $675,138
33 031-258-050-000 $1,100,500 $368,056 $732,444
34 031-258-051-000 $1,056,500 $368,056 $688,444
35 031-258-052-000 $1,009,500 $355,056 $654,444
36 031-258-053-000 $1,090,000 $368,056 $721,944
37 031-258-054-000 $1,067,000 $375,056 $691,944
38 031-258-055-000 $1,045,500 $315,362 $730,138
39 031-258-056-000 $1,066,000 $315,056 $750,944
40 031-258-059-000 $1,069,000 $288,056 $780,944
41 031-258-060-000 $1,191,500 $272,362 $919,138
42 031-258-061-000 $1,191,500 $243,362 $948,138
43 031-258-062-000 $1,105,500 $224,056 $881,444
44 031-258-063-000 $1,129,500 $294,056 $835,444
45 031-258-064-000 $1,081,500 $298,056 $783,444
46 031-258-065-000 $1,066,000 $305,056 $760,944
47 031-258-066-000 $1,104,500 $325,362 $779,138
48 031-259-001-000 $918,000 $239,056 $678,944
49 031-259-002-000 $823,000 $261,056 $561,944
50 031-259-003-000 $859,000 $240,056 $618,944
Keyser Marston Associates, Inc.
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EXHIBIT D
292

Existing Net AV
No. APN Sale Price 22-23 roll AV Increase
51 031-259-004-000 $800,500 $226,056 $574,444
52 031-259-005-000 $853,500 $218,056 $635,444
53 031-259-006-000 $774,000 $205,056 $568,944
54 031-259-007-000 $824,000 $209,056 $614,944
55 031-259-008-000 $817,500 $103,056 $714,444
56 031-259-009-000 $803,500 $103,056 $700,444
57 031-259-010-000 $862,000 $103,056 $758,944
58 031-259-011-000 $827,500 $103,056 $724,444
59 031-259-037-000 $831,500 $188,056 $643,444
60 031-259-039-000 $835,000 $189,056 $645,944
61 031-259-040-000 $800,500 $192,056 $608,444
62 031-259-041-000 $745,000 $161,056 $583,944
63 031-259-043-000 $855,000 $171,056 $683,944
64 031-259-045-000 $851,500 $154,056 $697,444
65 031-259-046-000 $824,500 $148,056 $676,444
66 031-259-047-000 $833,500 $155,056 $678,444
67 031-259-048-000 $818,500 $156,056 $662,444
68 031-259-049-000 $884,500 $103,056 $781,444
69 031-259-050-000 $803,000 $103,056 $699,944
70 031-259-051-000 $873,500 $103,056 $770,444
71 031-259-052-000 $820,500 $103,056 $717,444
72 031-259-058-000 $805,500 $103,056 $702,444
73 031-259-059-000 $877,500 $103,056 $774,444
74 031-259-060-000 $815,000 $103,056 $711,944
Dunes Home/Property Sales $74,997,500 $20,686,521 $54,310,979 B. Dunes New Homes With Certificate of Occupancy Issued in 2022 Through August Estimated AV Net AV
No. APN (existing + BP Value) 22-23 roll AV Increase
1 031-259-038-000 $406,811 $197,056 209,755
2 031-257-052-000 $371,690 $103,056 268,634
3 031-257-053-000 $356,606 $103,056 253,550
4 031-259-057-000 $335,662 $103,056 232,606
Dunes Completed Homes $1,470,769 $506,224 $964,545
Total Dunes Sales & New Homes $76,468,269 $21,192,745 $55,275,524 Keyser Marston Associates, Inc.
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C. Sea Haven New Homes With Sale Recorded and/or Certificate of Occupancy Issued in 2022 Though August Net AV
No. APN Sale Price 22-23 roll AV Increase
1 031-272-030-000 $1,279,000 $893,115 $385,885
2 031-274-099-000 $1,595,000 $1,035,402 $559,598
3 031-275-004-000 $980,000 $710,754 $269,246
4 031-275-029-000 $1,522,500 $859,438 $663,062
5 031-277-014-000 $1,287,500 $780,900 $506,600
6 031-277-015-000 $1,452,500 $890,900 $561,600
7 031-277-016-000 $1,224,500 $674,400 $550,100
8 031-277-017-000 $1,271,000 $794,400 $476,600
9 031-277-018-000 $1,405,000 $224,400 $1,180,600
10 031-277-019-000 $1,467,000 $224,400 $1,242,600
11 031-277-020-000 $1,388,500 $224,400 $1,164,100
12 031-277-022-000 $1,333,000 $224,400 $1,108,600
13 031-277-024-000 $1,107,000 $204,000 $903,000
14 031-277-026-000 $886,000 $554,400 $331,600
15 031-277-030-000 $915,500 $584,000 $331,500
16 031-277-035-000 $1,215,000 $434,400 $780,600
17 031-277-036-000 $1,301,500 $514,400 $787,100
18 031-277-067-000 $1,335,000 $514,400 $820,600
19 031-277-068-000 $1,197,500 $474,400 $723,100
20 031-277-069-000 $1,267,000 $514,400 $752,600
21 031-277-070-000 $1,045,500 $484,400 $561,100
22 031-277-071-000 $1,186,000 $574,400 $611,600
23 031-277-074-000 $1,245,000 $624,400 $620,600
24 031-277-075-000 $1,185,500 $634,400 $551,100
25 031-277-076-000 $1,131,500 $644,400 $487,100
26 031-277-077-000 $1,186,000 $654,400 $531,600
27 031-277-078-000 $1,156,000 $589,400 $566,600
28 031-277-081-000 $1,040,500 $564,400 $476,100
29 031-277-084-000 $979,500 $524,400 $455,100
30 031-277-085-000 $1,019,500 $544,400 $475,100
31 031-277-088-000 $1,309,500 $724,400 $585,100
32 031-277-089-000 $1,284,500 $524,400 $760,100
33 031-277-090-000 $1,276,500 $544,400 $732,100
34 031-277-091-000 $1,243,000 $614,400 $628,600
35 031-277-092-000 $1,422,000 $424,400 $997,600
36 031-278-001-000 $1,118,500 $524,400 $594,100
37 031-278-002-000 $1,089,500 $534,400 $555,100
38 031-278-003-000 $1,199,000 $684,400 $514,600
39 031-278-004-000 $1,314,500 $634,400 $680,100
40 031-278-006-000 $1,103,000 $554,400 $548,600
41 031-278-007-000 $1,067,000 $574,400 $492,600
42 031-278-008-000 $1,078,000 $534,400 $543,600
43 031-278-009-000 $1,291,000 $624,400 $666,600
44 031-278-019-000 $844,500 $494,000 $350,500
45 031-278-030-000 $1,398,500 $414,400 $984,100
46 031-278-031-000 $1,289,500 $354,400 $935,100
47 031-278-032-000 $1,368,000 $224,400 $1,143,600
48 031-278-033-000 $1,272,000 $224,400 $1,047,600
49 031-278-034-000 $1,422,000 $224,400 $1,197,600
50 031-278-035-000 $1,413,000 $224,400 $1,188,600
51 031-278-036-000 $1,283,000 $224,400 $1,058,600
52 031-278-037-000 $1,364,500 $224,400 $1,140,100
53 031-278-038-000 $1,279,500 $234,600 $1,044,900
54 031-278-039-000 $1,282,000 $224,400 $1,057,600
Keyser Marston Associates, Inc.
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Existing Net AV
No. APN Sale Price 22-23 roll AV Increase
55 031-278-040-000 $1,330,000 $224,400 $1,105,600
56 031-278-042-000 $1,259,000 $224,400 $1,034,600
57 031-278-043-000 $1,205,500 $224,400 $981,100
58 031-278-048-000 $1,450,500 $224,400 $1,226,100
59 031-278-049-000 $1,150,500 $224,400 $926,100
60 031-278-053-000 $1,291,500 $224,400 $1,067,100
61 031-278-054-000 $1,416,500 $224,400 $1,192,100
62 031-278-055-000 $1,533,000 $489,400 $1,043,600
63 031-278-056-000 $1,481,000 $484,400 $996,600
64 031-278-057-000 $1,280,500 $414,400 $866,100
65 031-278-058-000 $1,418,000 $499,400 $918,600
66 031-278-059-000 $1,307,000 $499,400 $807,600
67 031-278-060-000 $1,436,000 $664,400 $771,600
68 031-278-061-000 $1,282,000 $614,400 $667,600
69 031-278-062-000 $1,394,500 $774,400 $620,100
Sea Haven Home Sales $86,853,000 $33,746,709 $53,106,291 D. Sea Haven New Homes With Certificate of Occupancy Issued in 2022 Through August Estimated AV Net AV
No. APN (existing + BP Value) 22-23 roll AV Increase
1 031-278-022-000 $784,792 $554,000 230,792
2 031-277-025-000 $775,192 $544,400 230,792
3 031-278-027-000 $720,192 $489,400 230,792
4 031-278-028-000 $769,830 $554,400 215,430
Sea Haven Completed Homes $3,050,005 $2,142,200 $907,805 Total Sea Haven Sales & New Homes $89,903,005 $35,888,909 $54,014,096 $163,321,269 $57,081,654 $109,289,620
Sources: RealQuest, Parcelquest, City of Marina
Sea Haven + Dunes AV Added from New
Home Completions and Sales in 2022
through August
Keyser Marston Associates, Inc.
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Stradling Yocca Carlson & Rauth
Draft of 1/20/23
4857-4031-3150v3/200356-0528
$__________

SUCCESSO

R AGENCY TO THE

MARINA REDEVELOPMENT AGENCY
TAX ALLOCATION BONDS, SERIES 2023A

BOND PURCHASE CONTRACT
_____, 2023
Successor Agency to the Marina Redevelopment Agency
c/o City of Marina
211 Hillcrest Avenue
Marina, California 93933
Ladies and Gentlemen:

Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) offers to enter into this Bond Purchase Contract (this “Purchase Contract”) with the Successor Agency to the Marina Redevelopment Agency (the “Agency”) which will be binding upon the Agency and the Underwriter upon the acceptance hereof by the Agency. This offer is made subject to its acceptance by the Agency by execution of this Purchase Contract and its delivery to the Underwriter on or before 8:00 p.m., California time, on the date hereof. All terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Indenture (as hereinafter defined).

The Agency acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm’s length commercial transaction between th e Agency and the Underwriter; (ii) in connection with such transaction, the Underwriter is acting solely as principal and not as agent or fiduciary of the Agency; (iii) the Underwriter has not assumed (individually or collectively) a fiduciary responsibili ty in favor of the Agency with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Agency on other matters); and (iv) the Agency has consulted with its own legal and financial advisors to the extent it has deemed appropriate.

1. Purchase, Sale and Delivery of the Bonds. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the Agency for offering to the public, and the Agency hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the $__________ aggregate principal amount of the Agency’s Tax Allocation Bonds, Series 2023A (the “Bonds”), at a purchase price equal to $__________ (being the aggregate principal amount thereof, [plus/less] original issue [premium/discount] of $__________ and less an Underwriter’s discount of $__________). The Bonds are to be purchased by the Underwriter from the Agency. Such payment and delivery and the other actions contemplated hereby to take place at the time of such payment and delivery are herein sometimes called the “Closing.”

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2. The Bonds and Related Documents . The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of an Indenture of Trust , dated as of July 1, 2018, as amended by a First Supplemental Indenture of Trust, dated as of September 1, 2020, and a Second Supplemental Indenture of Trust, dated as of _____ 1, 2023 (together, the “Indenture”), each between the Agency and U.S. Bank Trust Company, National Association , as successor trustee (the “Trustee”) and pursuant Section 34177.5 of the California Health and Safety Code and a resolution of the Agency adopted on March 1, 2022 (the “Agency Resolution”). The issuance of the Bonds was approved by the Oversight Board f or the Agency by resolution on March 23, 2022 (the “Oversight Board Resolution”). The Bonds shall be as described in the Indenture and the Official Statement dated the date hereof relating to the Bonds (which, together with all exhibits and appendices included therein or attached thereto and such amendments or supplements thereto which shall be approved by the Underwriter , is hereinafter called the “Official Statement”). The Bonds shall be payable from Pledged Non -Housing Funds on a parity within the Agenc y’s Tax Allocation Bonds, Series 2018A (the “2018A Bonds”) and its Tax Allocation Bonds, Series 2020A (the “2020A Bonds”).

The net proceeds of the Bonds will be used 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 (“MCP”); (b) fund a debt servic e reserve account for the Bonds; and (c) provide for the costs of issuing the Bonds.

The Agency will undertake pursuant to the provisions of a Continuing Disclosure Certificate, to be dated the date of the Closing (the “Di sclosure Certificate”), by the Agency and as acknowledged and agreed to by Applied Best Practices, LLC, as Dissemination Agent thereunder , to provide certain annual information and notices of the occurrence of certain events. A description of the undertaking is set forth in the Preliminary Official Statement (as defined below) and will also be set forth in the Official Statement.

The Indenture, the Con tinuing Disclosure Certif icate and this Purchase Contract are sometimes collectively referred to herein as the “Agency Legal Documents.”

3. Offering.
(a) It shall be a condition to the Agency’s obligations to sell and to deliver the Bonds to the Underwriter and to the Underwriter’s obligations to purchase, to accept delivery of and to pay for the Bonds that the entire $__________ aggregate principal amount of the Bonds shall be issued, sold and delivered by the Agency and purchased, accepted and paid for by the Underwriter at the Closing. The Underwriter agrees to make a bona fide public offering of all of the Bonds at the initial public offering prices or yields set forth in Exhibit A hereto and on the inside front cover page of the Official Statement. The Underwriter reserves the right to change, subsequent to the initial public offering, such initial offering prices as it shall deem necessary in connection with the marketing of the Bonds. (b) The Underwriter agrees to assist the Agency in establishing the issue price of the Bonds and shall execute and deliver to the Agency at Closing an “issue price” or similar certificate, together with copies of supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Agency and Bond Counsel (as defined below), to accurately reflect, as

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applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Agency under this section to establish the issue price of the Bonds may be taken on behalf of the Agency by the Agency’s municipal advisor, KNN Public Finance, LLC (the “Municipal Advisor”) and any notice or report to be provided to the Agency may be provided to the Agency’s Municipal Advisor. (c) Except as otherwise set forth in Exhibit A attached hereto, the Agency will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the Agency the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Agency the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. (d) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as o therwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Agency to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that ma turity (the “hold -the-offering-price rule”). So long as the hold -the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following. (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the Agency when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. (e) The Agency will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test).

Exhibit A attached hereto sets forth, as of the date of this Purchase Contract, the maturities of the

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Bonds for which the 10% test has been satisfied and the price or prices at which the Underwriter has sold such Bonds to the public.
(f) The Underwriter acknowledges that sales o f any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(1) “public” means any person other than an underwriter or a related party;
(2) “underwriter” means (A) any person that agrees pursuant to a written contract with the Agency (or with the Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public);
(3) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value o f their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
(4) “sale date” means the date of execution of this Purchase Contract by the Agency and the Underwriter.

4. Use and Preparation of Documents . The Agency has caused to be prepared and delivered to the Underwriter prior to the execution of this Purchase Contract copies of the Preliminary Official Statement dated February __, 2023 , relating to the Bonds (the “Preliminary Official Statement”), which was approved by a resolution of the Agency adopted on February 7, 2023 (the “Agency OS Resolution”). The Agency ratifies, confirms and approves the use by the Underwriter prior to the date hereof of the Preliminary Official Sta tement. The Agency has previously deemed the Preliminary Official Statement to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for information permitted to be omitted therefrom by Rule 15c2- 12. The Agency hereby agrees to deliver or cause to be delivered to the Underwriter, within seven (7) business days of the date hereof, but not less than one (1) business day prior to Closing a sufficient number of copies of the final Official Statement relating to the Bonds, dated the date hereof, which includes all information permitted to be omitted by Rule 15c2 -12 and any amendments or supplements to such Official Statement as have been approved by the Agency and the Underwriter to enable the Underwriter to distribute a single copy of each Official Statement to any potential customer of the Underwriter requesting an Official Statement during the time period beginning when the Official Statement becomes available and ending 25 days after the End of the Underwriting Period (defined below).

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The Agency hereby approves of the use and distribution (including the electronic distribution) by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offer and sale of the Bonds. The Underwriter agrees that it will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement.

5. Representations, Warranties and Agreements of the Agency. The Agency hereby represents, warrants and agrees as follows:
(a) The Agency is a public entity existing under the laws of the State of California, including the Law.
(b) The Agency has full legal right, power and authority to enter into the Agency Legal Documents and carry out and consummate the transactions on its part contemplated by the Agency Legal Documents.
(c) By all necessary official action of the Agency prior to or concurrently with the acceptance hereof, the Agency has duly authorized and approved the preparation and use of the Preliminary Official Statement and the Official Statement, the execution and delivery of the Official Statement and the Agency Legal Documents, and the performance by the Agency of all transactions on its part contemplated by the Agency Legal Documents; and when executed by the Agency and the other respective parties thereto the Agency Legal Documents will constitute legal, valid and binding obligations of the Agency, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally.
(d) The Agency is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including, without limitation, the Indenture) or o ther instrument to which the Agency is a party or to which the Agency or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument , which in any case has or may have a material adverse effect on the Agency’s ability to comply with its obligations under the Agency Legal Documents ; and the execution and delivery of the Agency Legal Documents, and compliance with the provisions on the Agency’s part contained therein, will not conflict with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or to which the Agency or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Agency or under the terms of any such constitutional provision, law, regulation or instrument, except as provided by the Indenture.
(e) Except as described in or contemplated by the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental

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authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Agency of its obligations under the Agency Legal Documents have been duly obtained. (f) Except as otherwise disclosed in the Official Statement, between the date of this Purchase Contract and the date of the Closing, the Agency will not, without the prior written consent of the Underwriter, offer or issue any bonds, note s or other obligations for borrowed money, or incur any material liabilities, direct or contingent, payable from Available Non-Housing Tax Increment Funds , nor will there be any adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Agency.
(g) To the best knowledge of the officer of the Agency executing this Purchase Contract, after due inquiry, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, a t law or in equity before or by any court, government agency, public board or body, pending with respect to which the Agency has been served with process or threatened against the Agency, affecting the existence of the Agency or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the execution and delivery of the Indenture or the collection of the Available Non- Housing Tax Increment Funds or contesting or affecting, as to the Agency, the validity or enforceability of the Agency Legal Documents, or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of the Agency, or in any way contesting or challenging the consummation of the transactions contemplated hereby, or which might result in a material adverse change in the financial condition of the Agency or which might materially adversely affect the Available Non- Housing Tax Increment Funds of the Agency; nor, to the best knowledge of the Agency, is there any known basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity of the authorization, execution, delivery or per formance by the Agency of the Agency Legal Documents.
(h) As of the time of acceptance hereof and as of the date of the Closing, the Agency does not and will not have outstanding any indebtedness which indebtedness is secured by a lien on the Available Non-Housing Tax Increment Funds of the Agency superior to or on a parity with the lien provided for in the Indenture on the Available Non-Housing Tax Increment Funds, other than as disclosed in the Official Statement. (i) As of the time of acceptance hereof and as of the date of the Closing, the Agency has complied with the filing requirements of the Law, including, without limitation, the filing of all Recognized Obligation Payment Schedules, as required by the Law.
(j) As of the date thereof, the Preliminary Official St atement did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading (except that this representation does not inc lude information under the heading “THE DUNES DEVELOPMENT” therein, or information relating to The Depository Trust Company or the book-entry only system).

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(k) As of the date thereof and at all times subsequent thereto to and including the date which is 25 day s following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Official Statement did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made not misleading (except that this representation does not include information under the heading “THE DUNES DEVELOPMENT” therein, or information relating to The Depository Trust Company or the book-entry only system). (l) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information herein, in the light of the circumstances under which it was presented, not misleading, the Agency will notify the Underwriter, and, if in the opinion of the Underwriter or the Agency, or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statemen t, the Agency will cooperate in the preparation of an amendment or supplement to the Official Statement in a form and manner approved by the Underwriter, and shall pay all expenses thereby incurred. For the purposes of this subsection, between the date he reof and the date which is 25 days of the End of the Underwriting Period for the Bonds, the Agency will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. As used herein, the term “End of the Under writing Period” means the later of such time as: (i) the Agency delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as members of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Not withstanding the foregoing, unless the Underwriter gives notice to the contrary, the “End of the Underwriting Period” shall be the Closing Date.
(m) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (l) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact required to be stated therein or necessary to make such information therein in the light of the circumstances under which it was presented, not misleading (except that this representation does not include information under the heading “THE DUNES DEVELOPMENT” therein, or information relating to The Depository Trust Company or the book-entry only system). (n) After the Closing, the Agency will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing or which shall be disapproved by counsel for the Underwriter.
(o) Any certificate signed by any officer of the Agency and delivered to the Underwriter in connection with the Bonds, or the Agency Legal Documents shall be deemed a representation by the Agency to the Underwriter as to the statements made therein.

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(p) The Agency will apply the proceeds from the sale of the Bonds for the purposes specified in the Official Statement.
(q) The Agency will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter, at the expense of the Underwriter, as it may reasonably request in order to qualify the Bonds for offer and sale under the “blue sky” or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Underwriter may designate; provided, however, that the Agency will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection w ith any such qualification in any jurisdiction.
(r) Except as disclosed in the Official Statement, the Agency has not defaulted in any material respect under any prior continuing disclosure undertaking within the previous five years.
(s) The Oversight Board has du ly adopted the Oversight Board Resolution approving the issuance of the Bonds and no further Oversight Board approval or consent is required for the issuing of the Bonds or the consummation of the transactions on the part of the Agency described in the Preliminary Official Statement. (t) The Department of Finance of the State (the “Department of Finance”) has issued a letter, dated May 16, 2022 (the “DOF Letter”), approving the portion of the Oversigh t Board Resolution that approved the issuance of the B onds. No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions on the part of the Agency described in the Preliminary Official Statement. Except as disclosed in the Preliminary Official Statement, the Agency is not aware of the Department of Finance directing or having any basis to direct the County Auditor-Controller to deduct unpaid unencumbered funds from future allocations of property tax to the Agency pursuant to Section 34183 of the Dissolution Act.

6. Closing. At 8:30 A.M., California time, on _____, 2023 (the “Closing” or the “Closing Date”), or on such other date and time as may be mutually agreed upon by the Agency and the Underwriter, the Agency will, subject to the term s and conditions hereof, sell and deliver the Bonds to the Underwriter, duly executed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof in federal funds. Sale, delivery and payment as aforesaid shall be made at the offices of Quint & Thimmig LLP, Larkspur, California (“Bond Counsel”), or such other place as shall have b een mutually agreed upon by the Agency and the Underwriter, except that the Bonds (with one certificate for each maturity and otherwise in a form suitable for the book -entry system) shall be delivered to the Underwriter in New York, New York, through the b ook-entry system of The Depository Trust Company (“DTC”). Unless the DTC Fast Automated Securities Transfer (“FAST”) is utilized, the Bonds will be made available for inspection by DTC at least one business day prior to the Closing.

7. Closing Conditions . The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Agency contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Agency of its obligations hereunder, both

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as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Purchase Contract to purchase, to accept delivery o f and to pay for the Bonds shall be conditioned upon the performance by the Agency of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions:
(a) The Underwriter shall receive, within seven (7) business days of the date hereof, but in no event less than 1 business day prior to Closing, copies of the Official Statement (including all information previously permitted to have been omitted from the Preliminary Official Statement by Rule 15c2-12 and any amendments or supplements as have been approved by the Underwriter), in such reasonable quantity as the Underwriter shall have requested;
(b) The representations and warranties of the Agency contained herein shall be true and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Cl osing and the statements of the officers and other officials of the Agency made in any certificate or other document furnished pursuant to the provisions hereof are accurate;
(c) At the time of the Closing, the Agency Legal Documents shall have been duly authorized, executed and delivered by the respective parties thereto, and the Official Statement shall have been duly authorized, executed and delivered by the Agency, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to by the Underwriter, and shall be in full force and effect; and there shall be in full force and effect such resolution or resolutions of the governing body of the Agency as, in the opinion of Bond Couns el, shall be necessary or appropriate in connection with the transactions contemplated hereby;
(d) At the time of the Closing, all necessary official action of the Agency relating to the Official Statement and the Agency Legal Documents shall have been taken and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect; and
(e) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents:
(1) Bond Counsel Opinion . The approving opinion of Bond Counsel to the Agency, dated the date of the Closing and substantially in the form included as Appendix B to the Official Statement;
(2) Supplemental Opinion of Bond Counsel. A supplemental opinion or opinions of Bond Counsel addre ssed to the Underwriter and dated the date of the Closing, stating that the Underwriter may rely on the opinions of Bond Counsel described in paragraph (1) above as if such opinion was addressed to the Underwriter and to the following effect:
(i) the Purchase Contract and the Continuing Disclosure Certificate have been duly executed and delivered by the Agency and (assuming due authorization, execution and delivery by and validity against the other parties thereto , as

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applicable) constitute the valid and binding obligations of the Agency, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors’ rights and by the application of equitable principles; (ii) the statements contained in the Official Statement under the captions “INTRODUCTION,” “ FINANCING PLAN ,” “THE BONDS,” “SECURITY FOR THE BONDS,” “ TAX MATTERS” and in Appendices A and B thereto, insofar as such statements expressly summarize certain provisions of the Indenture or the opinion of Bond Counsel, are accurate in all material respects; and (iii) the Bonds are not subject to the registration
requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. (3) Agency Counsel Opinion . An opinion of Counsel to the Agency, dated the date of the Closing and addressed to the Underwriter , to the following effect:
(i) the Agency is a public body, duly existing under the Constitution and laws of the State, with full right, power and authority to execute, deliver and perform its obligations under the Agency Legal Documents; (ii) the Agency Resolution and the Agency OS Resolution were duly adopted at meetings of the Agency, called and held pursuant to law, with all public notice required by law and at which quorums were present and acting throughout; and the Agency Resolution and the Agency OS Resolution are in full force and effect and have not been modified amended or rescinded since their respective adoption date; (iii) The Agency Legal Docu ments have been duly
authorized, executed and delivered by the Agency and, assuming due authorization, execution and delivery by the other parties thereto, the Agency Legal Documents constitute the valid, legal and binding obligations of the Agency enforce able in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors rights and by the application of equitable principles if equitable remedies are sought;
(iv) The preparation, delivery and execution of the Official Statement has been duly authorized by the Agency;
(v) The execution and delivery of the Agency Legal
Documents and the Official Statement and compliance with the provisions of the Agency Legal Documents, under the circumstances contemplated thereby, (A ) do not and will not in any material respect conflict with or constitute on the part of the Agency a breach of or default under any agreement or other instrument to which the Agency is a party or by which it is bound, and (B) do not and will not in any material respect constitute on the part of the Agency a violation, breach of or default under any existing law, regulation, court order or consent decree to which the Agency is subject;

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(vi) to the best of such counsel’s knowledge, except as otherwise disclosed in the Official Statement, there is no litigation or proceeding, pending and served upon the Agency, or threatened, challenging the creation, organization or existence of the Agency, or the validity of the Bonds or the Agency Legal Documents or seeking to restrain or enjoin any of the transactions referred to therein or contemplated thereby, or under which a determination adverse to the Agency would have a material adverse effect upon the financial condition or the revenues of the Agency, or which, in any manner, questions the right of the Agency to issue, sell and deliver the Bonds, to enter into the Indenture or to use the Available Non-Housing Tax Increment Funds for repayment of the Bonds or affects in any manner the right or ability of the Agency to collect or pledge the Available Non-Housing Tax Increment Funds; and
(vii) to the best of such counsel’s knowledge , t he
information in the Official Statement under the captions “ THE SUCCESSOR AGENCY TO THE MARINA REDEVELOPMENT AGENCY,” “THE DUNES PORTION OF THE MERGED PROJECT AREAS ” and “LITIGATION ” is true and accurate in all material respects; provided, however, that no opinion is expressed as to any financial or statisti cal information contained therein.
(4) Trustee Counsel Opinion . The opinion of counsel to the Trustee, dated the date of the Closing, addressed to the Underwriter, to the effect that:
(i) The Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America, having full power to enter into, accept and administer the trusts created under the Indenture; (ii) The Indenture has been duly authorized, executed and delivered by the Trustee and the Indenture constitut es the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles, if equitable remedies are sought; and
(iii) Except as may be req uired under Blue Sky or other securities laws of any state, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execu tion and delivery by it of the Indenture, or the consummation of the transactions on its part contemplated by the Indenture. (5) Agency Certificate . A certificate of the Agency, dated the date of the Closing, signed on behalf of the Agency by a duly authorized officer of the Agency, to the effect that:
(i) the representations and warranties of the Agency
contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing;
(ii) to his or her knowledge , no event affecting the
Agency has occurred since the date of the Official Statement which has not been disclosed

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therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements t herein, in the light of the circumstances under which they were made, not misleading; and
(iii) no further consent is required to be obtained for the inclusion of the City’s audited financial statements, including the accompanying independent auditor’s report, for the Fiscal Year ended June 30, 2021 in the Official Statement. (6) Trustee Certificate. A certificate, dated the Closing Date, to the effect that:
(i) The Trustee is a national banking association duly
organized and validly existing under the laws of the United States of America; (ii) The Trustee has full power, authority and legal right to comply with the terms of the Indenture and to perform its obligations stated therein; and (iii) The Indenture has been duly authorized, executed and delivered by the Trustee and (assuming due authorization, execution and delivery by the Agency) constitutes legal, valid and binding obligation of the Trustee in accordance with its respective terms , except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally.
(7) Legal Documents. Executed copies of this Purchase Contrac t and the other Agency Legal Documents.
(8) Irrevocable Waiver and Direction . An executed copy of the Irrevocable Waiver and Direction Regarding Application of Funds Under the Tax Increment Financing Plan and Agreement (the “Irrevocable Waiver and Direction”) from the MCP and acknowledged and agreed to by the Agency.
(9) MCP Certificate. A certificate of MCP, dated the Closing Date, to the effect that a s of the date of the Official Statement, the information that is contained therein under the caption of the Official Statement entitled “ THE DUNES DEVELOPMENT,” does not, as of the date of the Official Statement through and including the Closing Date, contain any untrue statement of a material fact or omit to state any material fact that was necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(10) MCP Counsel Opinion . An op inion of counsel to MCP addressed to the Agency and the Underwriter to the effect : (A) MCP is a Delaware limited liability company, duly organized and existing under the laws of Delaware, and (B ) that without having undertaken to determine independently the accuracy or completene ss of the statements contained in the Official Statement and without passing upon or assuming responsibility for the accuracy, completeness or fairness of such statements, no information has come to the attention during the course of their representation of MCP which causes them to believe that the statements contained in the Official Statement un der the caption entitled “THE DUNES DEVELOPMENT ,” as of the date of the Official Statement contained, or as

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of the Closing Date contains, any untrue statement of a material fact or as of the date of the Official Statement omitted, or as of the date hereof omits, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made , not misleading (except that no opinion or belief need to be expressed as to any information which is attribu table to a source other than MCP , contained in the Official Statement).
(11) Disclosure Letter . A letter of Quint & Thimmig LLP , Larkspur, California (“Disclosure Counsel”), dated the date of the Closing, addressed to the Agency and the Underwriter , to the effect that, without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement, but on the basis of their participation in conferences with representation of the Agency, the MCP, Goldfarb & Lipman LLP, as counsel to the Agency, KNN Public Finance, LLC, as municipal advisor to the Agency, the Underwriter and others, and their examination of certain documents, no facts have come to their attention which would lead them to believe that the Preliminary Official Statement, as of its date, and the Official Statement, as of its date or as of the Closing Date , contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial, statistical, economic, engineering, or demographic data or forecasts, numbers, charts, tables, graphs, maps, estimates, projections, assump tions or expressions of opinion, or any information about valuation, real estate, or environmental matters, the Appendices to the Preliminary Official Statement and the Official Statement or any information about debt service requirements, book-entry, or the Depository Trust Company contained in the Preliminary Official Statement and the Official Statement).
(12) Fiscal Consultant Certificate. A certificate of Keyser Marston Associates, Inc. (the “Fiscal Consultant”) to the effect that the report of the Fiscal Consultant (the “Report”) contained in Appendix G to the Official Statement and the information set forth in the Official Statement under the caption s “SECURITY FOR THE BONDS” and “PROPERTY TAXATION IN CALIFORNIA” noted as sourced to the Fiscal Consultant, under the caption s “THE SUCCESSOR AGENCY TO THE MARINA DEVELOPMENT AGENCY” and “THE DUNES PORTION OF THE MERGED PROJECT AREAS” footnoted or noted as sourced to the Fiscal Consultant, or under the captions “RISK FACTORS—Concentration of Property Ownership,” “RISK FACTORS— Reduction in Taxable Value” and “RISK FACTORS —Estimated Revenues” in the Official Statement to the best of the Fiscal Consultant’s knowledge do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, consenting to the use of the Report in the Preliminary and Official Statement and stating that to the best of the Fiscal Consultant’s knowledge, nothing has to come the Fiscal Consultant’s attention between the date of such Report and the Closing Date which would materially alter any of the conclusions set forth in the Report.
(13) Oversight Board Resoluti on. A copy of the adopted Oversight Board Resolution, together with a copy of the DOF Letter.

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(14) Oversight Board Certificate. A certificate of the Clerk of the Oversight Board to the effect that the Oversight Board Resolution was validly adopted, remains in full force and effect, and has not been amended, rescinded or otherwise modified since its date of adoption.
(15) Underwriter’s Counsel Opinion . An opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, dated the Closing Date, addressed to the Underwriter, to the effect that: (A) while Underwriter’s Counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of any of the information contained in the Official Statement and has not undertaken to verify the accuracy, completeness or fairness of, or independently verified the information contained in, the Official Statement and is therefore unable to make any representation to the Underwriter in that regard, Underwriter’s Counsel has participated i n conferences prior to the date of the Official Statement with representatives of the Underwriter, the Successor Agency, the Authority, Bond Counsel, Disclosure Counsel, the Fiscal Consultant (as such term is defined herein), the Trustee and their respective legal counsel and others, during which conferences the contents of the Official Statement and related matters were discussed and that, based upon the information made available to Underwriter’s Counsel in the course of its participation in such conferences, review of the documents referred to above, reliance on the documents, letters, certificates and the opinions of counsel described in this Purchase Contract and Underwriter’s Counsel’s understanding of applicable law, as a matter of fact and not opinion, no information has come to the attention of the attorneys in Underwriter’s Counsel’s firm rend ering legal services to the Underwriter with respect to the Bonds which caused Underwriter’s Counsel to believe that the Official Statement as of its date contained, or as of the Closing Date contained, any untrue statement of a material fact, or as of its date omitted, or as of the Closing Date omitted, to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that Underwriter’s Counsel expresses no view with respect to information related to any financial, statistical, engineering, or economic or demographic data or forecasts, numbers, charts, tables, estimates, projections, appraisals or assessed valuations or any information abou t CUSIP numbers, the rating on the Bonds, the book-entry system or The Depository Trust Company contained in the Official Statement, including any of the appendices thereto), and that, other than reviewing the various certificates and opinions required by Section 7(e) of this Purchase Contract regarding the Official Statement, Underwriter’s Counsel has not taken any steps since the date of the Official Statement to verify the accuracy of the statements contained in the Official Statement as of the Closing D ate; (B) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended, are accurate in all material respects; and (C) the Continuing Disclosure Certificate to provide continuing disclosure with respect to the Bonds satisfies the requirements of Rule 15c2-12. (16) Municipal Advisor Certificate . A Certificate, dated the date of Closing, signed by an authorized office of KNN Pub lic Finance, LLC, the Agency’s Municipal Advisor , addressed to the Underwriter’s and the Agency and without having undertaken any investigation, to the effect that, in connection with its role in the preparation of the Official Statement, nothing has come to the attention of the Municipal Advisor that would lead it to believe that the statements and information contained in the Preliminary Official Statement and the Official Statement as of the date thereof and the date of the

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Closing, contains an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
(17) Certificate Regarding Parity Debt. A certificate of the Agency, dated the date of the Closing, signed on behalf of the Agency by a duly authorized officer of the Agency, to the effect that the requirements under the Indenture for the issuance of the Bonds as Parity Debt payable from Pledged Non-Housing F unds on a parity with the 2018A Bonds and the 2020A Bonds have been satisfied.
(18) Additional Documents . Such additional certificates, instruments and other documents as Bond Counsel, the Agency or the Underwriter may reasonably deem necessary.

All the opinio ns, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter.

If the Agency shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract, if the Agency shall determine in good faith (and provide writte n notice to the Underwriter) that legislation has been introduced or proposals made by the Governor of the State which if enacted and effective would impose additional limitations or burdens on the Agency by reason of the issuance of the Bonds or which purport to prohibit the issuance of the Bonds, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Agency nor the Underwriter shall have any further obligation hereunder.

8. Termination. The Underwriter shall have the right to cancel its obligation to purchase the Bonds and to terminate this Purchase Contract by written notice to the Agency if, between the date of this Purchase Contract to and including the Closing, in the Underwriter’s sole and reasonable judgment any of the following events shall occur:
(a) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (b) the marketabi lity of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Contract in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the Unit ed States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for

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consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideratio n, or any decision of any Federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the Agency, or the interest on bonds or notes or obligations of the general character of the Bonds; or
(c) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or
(d) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (e) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter’s ability to trade the Bonds; or
(f) a general banking moratorium shall have been established by federal or State authorities; or
(g) any rating of the Bonds shall have been downgraded, suspended or withdrawn by a national rating service, which, in the Underwriter’s reasonable opinion, materially adversely affects the marketability or market price of the Bonds; or (h) the commencement of any action, suit or proceeding descr ibed in Section 5(g) hereof which, in the judgment of the Underwriter, materially adversely affects the market price of the Bonds; or
(i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events:

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(1) there shall have occurred (A) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (B) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or
(2) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction.

9. Expenses. The Agency will pay or cause to be paid the approved expenses incident to the performance of its obligations hereunder and certain expenses relating to the sale of the Bonds, including, but not limited to : (a) the cost of t he preparation and printing or other reproduction of the Agency Legal Documents (other than this Purchase Contract); (b) the fees and disbursements of Bond Counsel, Disclosure Counsel, the Municipal Advisor, Fiscal Consultant and any other experts or other consultants retained by the Agency; (c) the costs and fees of the credit rating agencies; (d) the cost of preparing and delivering the definitive Bonds; ( e) the cost of the printing or other reproduction of the Preliminary Official Statement and Official Statement and any amendment or supplement thereto, including a reasonable number of certified or conformed copies thereof . The Underwriter will pay the expenses of the preparation of this Purchase Contract and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds, the cost of providing immediately available funds on the Closing Date , the Underwriter’s out-of-pocket expenses incurred with the financing , the fees for a continuing disclosure undertaking compliance review and the fee and disbursements of Underwriter’s Counsel. The Underwriter is also required to pay the fees of the California Debt and Investment Advisory Commission in connection with the offering of the Bonds. These expenses of the Underwriter have been taken into consideration in the determination of the underwriting spread set forth in Section 1. The Agency acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider such fees. Notwithstanding that such fees are solely the legal obligation of the Underwriter, the Agency agrees to reimburse the Underwriter for such fees.

The Underwriter shall pay, and the Agency shall be under no obligation to pay, all expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds.

10. Notices. Any notice or other commun ication to be given to the Agency under this Purchase Contract may be given by delivering the same in writing at the Agency’s addr ess set forth above; Attention: City Manager, and to the Underwriter under this Purchase Contract may be given by delivering the same in writing to One Montgomery Street, 35th Floor, San Francisco, California 94104, Attention: Eileen Gallagher, Managing Director.

11. Parties in Interest . This Purchase Contract is made solely for the benefit of the Agency and the Underwriter and no other person shall acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and agreements of the Agency contained in this Purchase Contract shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Purchase Contract; and (iii) any termination of this Purchase Contract.

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12. Effectiveness and Counterpart Signatures . This Purchase Contract s hall become effective upon the execution of the acceptance by an authorized officer of the Agency and shall be valid and enforceable at the time of such acceptance and approval. This Purchase Contract may be executed by the parties hereto by facsimile transmission and in separate counterparts, each of which when so executed and delivered (including delivery by facsimile transmission) shall be an original, but all such counterparts shall together constitute but one and the same instrument.

13. Headings. The he adings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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14. Governing Law. This Purchase Contract shall be construed in accordance with the laws of the State of California.

Very truly yours,
STIFEL, NICOLAUS & COMPANY, INC., as
Underwriter
By:

Its: Authorized Officer

Accepted:

SUCCESSOR AGENCY TO THE

MARINA REDEVELOPMENT AGENCY

By:

City Manager

Time of Execution: _____ p.m. Pacific Time

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EXHIBIT A

MATURITY SCHEDULE

SUCCESSOR AGENCY TO THE

MARINA REDEVELOPMENT AGENCY
TAX ALLOCATION BONDS, SERIES 2023A
Maturity Date
(September 1)
Principal
Amount Interest Rate Yield
Initial
Offering
Price
10% Test
Used
Hold the
Offering
Price Used

T Term Bond.

C Priced to optional redemption date of September 1, 20__ at a redemption price of _____% of par.

Optional Redemption. The Bonds may be redeemed at the option of the Agency, on any da te on or after September 1, 20__, in whole or in part, among such maturities as shall be determined by the 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 redemptio n prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the date of redemption:

Redemption Date Redemption Price
September 1, 20__ to August 31, 20__ %
September 1, 20__ to August 31, 20__
September 1, 20__ to August 31, 20__
September 1, 20__ 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 Bo nds maturing on September 1, 20__ (the “20__ Term Bonds”), are subject to mandatory redemption, in part by lot, from Sinking Account payments set forth in the following schedule on September 1, 20__, and on each September 1 thereafter to and including September 1, 20__, at a redemption price equal to the principal amount

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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 20 __ 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 20 __ Term Bonds so redeemed by red ucing each such future Sinking Account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Successor Agency with the Trustee.

Redemption Date
(September 1) Principal Amount

(maturity)

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EXHIBIT B

FORM OF ISSUE PRICE CERTIFICATE

SUCCESSOR AGENCY TO THE

MARINA REDEVELOPMENT AGENCY
TAX ALLOCATION BONDS, SERIES 2023A

The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (“Stifel”) hereby certifies as set forth below with respect to the sale and issuance of the above- captioned bonds (the “Bonds”).

1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Stifel offered the Hold -the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Contract, dated _____, 2023, by and between Stifel and the Issuer, Stifel has agreed in writing that, (i) for each Maturity of the Hold -the- Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold -the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any r etail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold -the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (_____, 2023), or (ii) the date on which Stifel has sold at least 10% of such Hold- the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
(d) Issuer means the Successor Agency to the Marina Redevelopment Agency.

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(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is _____, 2023. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

4. The establishment of the Reserve Account in the amount of the Reserve Requirement was vital to the marketing of the Bond and reasonably required to assure the payment of debt service on the Bonds.

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Quint & Thimmig LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Serv ice Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

STIFEL, NICOLAUS & COMPANY,

INCORPORATED
By:

Name:

By:

Name:

Dated: _____, 2023

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SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING

PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)

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SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)

EXHIBIT E
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Stradling Yocca Carlson & Rauth
Draft of 1/20/23
4863-4475-1678v3/200356-0528
$__________

SUCCESSO

R AGENCY TO THE

MARINA REDEVELOPMENT AGENCY
HOUSING TAX ALLOCATION BONDS, SERIES 2023B

BOND PURCHASE CONTRACT
_____, 2023
Successor Agency to the Marina Redevelopment Agency
c/o City of Marina
211 Hillcrest Avenue
Marina, California 93933
Ladies and Gentlemen:

Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) offers to enter into this Bond Purchase Contract (this “Purchase Contract”) with the Successor Agency to the Marina Redevelopment Agency (the “Agency”) which will be binding upon the Agency and the Underwriter upon the acceptance hereof by the Agency. This offer is made subject to its acceptance by the Agency by execution of this Purchase Contract and its delivery to the Underwriter on or before 8:00 p.m., California time, on the date hereof. All terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Indenture (as hereinafter defined).

The Agency acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm’s length commercial transaction between th e Agency and the Underwriter; (ii) in connection with such transaction, the Underwriter is acting solely as principal and not as agent or fiduciary of the Agency; (iii) the Underwriter has not assumed (individually or collectively) a fiduciary responsibili ty in favor of the Agency with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Agency on other matters); and (iv) the Agency has consulted with its own legal and financial advisors to the extent it has deemed appropriate.

1. Purchase, Sale and Delivery of the Bonds. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the Agency for offering to the public, and the Agency hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the $__________ aggregate principal amount of the Agency’s Housing Tax Allocation Bonds, Series 2023B (the “Bonds”), at a purchase price equal to $__________ (being the aggregate principal amount thereof, [plus/less] original issue [premium/discount] of $__________ and less an Underwriter’s discount of $__________). The Bonds are to be purchased by the Underwriter from the Agency. Such payment and delivery and the other actions contemplated hereby to take place at the time of such payment and delivery are herein sometimes called the “Closing.”

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2. The Bonds and Related Documents . The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of an Indenture of Trust, dated as of July 1, 2018, as amended by a F irst Supplemental Indenture of Trust, dated as of September 1, 2020, and a Second Supplemental Indenture of Trust, dated as of _____ 1, 2023 (together, the “Indenture”), each between the Agency and U.S. Bank Trust Company, National Association , as successor trustee (the “Trustee”) and pursuant Section 34177.5 of the California Health and Safety Code and a resolution of the Agency adopted on March 1, 2022 (the “Agency Resolution”). The issuance of the Bonds was approved by the Oversight Board for the Agency by resolution on March 23, 2022 (the “Oversight Board Resolution”). The Bonds shall be as described in the Indenture and the Official Statement dated the date hereof relating to the Bonds (which, together with all exhibits and appendices included therein or attached thereto and such amendments or supplements thereto which shall be approved by the Underwriter , is hereinafter called the “Official Statement”). The Bonds shall be payable from Available LMIHF Funds on a parity within the Agency’s Housing Tax Allocation Bonds, Series 2018A (the “2018A Bonds”) and its Housing Tax Allocation Bonds, Series 2020A (the “2020A Bonds”).

The net proceeds of the Bonds will be used 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 (“MCP”); (b) fund a debt servic e reserve account for the Bonds; and (c) provide for the costs of issuing the Bonds.

The Agency will undertake pursuant to the provisions of a Continuing Disclosure Certificate, to be dated the date of the Closing (the “Di sclosure Certificate”), by the Agency and as acknowledged and agreed to by Applied Best Practices, LLC, as Dissemination Agent thereunder , to provide certain annual information and notices of the occurrence of certain events. A description of the undertaking is set forth in the Preliminary Official Statement (as defined below) and will also be set forth in the Official Statement.

The Indenture, the Con tinuing Disclosure Certificate and this Purchase Contract are sometimes collectively referred to herein as the “Agency Legal Documents.”

3. Offering.
(a) It shall be a condition to the Agency’s obligations to sell and to deliver the Bonds to the Underwriter and to the Underwriter’s obligations to purchase, to accept delivery of and to pay for the Bonds that the entire $__________ aggregate principal amount of the Bonds shall be issued, sold and delivered by the Agency and purchased, accepted and paid for by the Underwriter at the Closing. The Underwriter agrees to make a bona fide public offering of all of the Bonds at the initial public offering prices or yields set forth in Exhibit A hereto and on the insi de front cover page of the Official Statement. The Underwriter reserves the right to change, subsequent to the initial public offering, such initial offering prices as it shall deem necessary in connection with the marketing of the Bonds. (b) The Underwriter agrees to assist the Agency in establishing the issue price of the Bonds and shall execute and deliver to the Agency at Closing an “issue price” or similar certificate, together with copies of supporting pricing wires or equivalent communications, substant ially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Agency and Bond Counsel (as defined below), to accurately reflect, as

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applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Agency under this section to establish the issue price of the Bonds may be taken on behalf of the Agency by the Agency’s municipal advisor, KNN Public Finance, LLC (the “Municipal Advisor”) and any notice or report to be provided to the Agency may be provided to the Agency’s Municipal Advisor. (c) Except as otherwise set forth in Exhibit A attached hereto, the Agency will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the Agency the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Agency the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. (d) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Agency to treat the initial offering price to the public of each such maturity as of the s ale date as the issue price of that maturity (the “hold -the-offering-price rule”). So long as the hold -the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following. (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the Agency when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. (e) The Agency will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test).

Exhibit A attached hereto sets forth, as of the date of this Purchase Contract, the maturities of the

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Bonds for which the 10% test has been satisfied and the price or prices at which the Underwriter has sold such Bonds to the public.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(1) “public” means any person other than an underwriter or a related party;
(2) “underwriter” means (A) any person that agrees pursuant to a written contract with the Agency (or with the Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public);
(3) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
(4) “sale date” means the date of execution of this Purchase Contract by the Agency and the Underwriter.

4. Use and Preparation of Documents . The Agency has caused to be prepared and delivered to the Underwriter prior to the execution of this Purchase Contract copies of the Preliminary Official Statement dated February __, 2023 , relating to the Bonds (the “Preliminary Official Statement”), which was approved by a resolution of the Agency adopted on February 7, 2023 (the “Agency OS Resolution”). The Agency ratifies, confirms and approves the use by the Underwriter prior to the date hereof of the Preliminary Official Statement. The Agency has previously deemed the Preliminary Official Statement to be final as of i ts date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for information permitted to be omitted therefrom by Rule 15c2-12. The Agency hereby agrees to deliver or cause to be delivered to the Underwriter, within seven (7) business days of the date hereof, but not less than one (1) business day prior to Closing a sufficient number of copies of the final Official Statement relating to the Bonds, dated the date hereof, which includes all information permitted to be omitted by Rule 15c2 -12 and any amendments or supplements to such Official Statement as have been approved by the Agency and the Underwriter to enable the Underwriter to distribute a single copy of each Official Statement to any potential cu stomer of the Underwriter requesting an Official Statement during the time period beginning when the Official Statement becomes available and ending 25 days after the End of the Underwriting Period (defined below).

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The Agency hereby approves of the use an d distribution (including the electronic distribution) by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offer and sale of the Bonds. The Underwriter agrees that it will not confirm the sale of any B onds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement.

5. Representations, Warranties and Agreements of the Agency . The Agency hereby represents, warrants and agrees as follows:
(a) The Agency is a pu blic entity existing under the laws of the State of California, including the Law.
(b) The Agency has full legal right, power and authority to enter into the Agency Legal Documents and carry out and consummate the transactions on its part contemplated by the Agency Legal Documents.
(c) By all necessary official action of the Agency prior to or concurrently with the acceptance hereof, the Agency has duly authorized and approved the preparation and use of the Preliminary Official Statement and the Official Statement, the execution and delivery of the Official Statement and the Agency Legal Documents, and the performance by the Agency of all transactions on its part contemplated by the Agency Legal Documents; and when executed by the Agency and the other respective parties thereto the Agency Legal Documents will constitute legal, valid and binding obligations of the Agency, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally.
(d) The Agency is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation to wh ich it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including, without limitation, the Indenture) or other instrument to which the Agency is a party or to which the Agency or any of it s property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument , which in any case has or may have a material adverse effect on the Agency’s ability to comply with its obligations under the Agency Legal Documents ; and the execution and delivery of the Agency Legal Documents, and compliance with the provisions on the Agency’s part contained therein, will not conflict with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or to which the Agency or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Agency or under the terms of any such constitutional provision, law, regulation or instrument, except as provided by the Indenture.
(e) Except as described in or contemplated by the O fficial Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental

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authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Agency of its obligations under the Agency Legal Documents have been duly obtained. (f) Except as otherwise disclosed in the Official Statement, bet ween the date of this Purchase Contract and the date of the Closing, the Agency will not, without the prior written consent of the Underwriter, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, dire ct or contingent, payable from Available LMIHF Funds , nor will there be any adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Agency. (g) To the best knowledge of the officer of th e Agency executing this Purchase Contract, after due inquiry, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, government agency, public board or body, pending with respect t o which the Agency has been served with process or threatened against the Agency, affecting the existence of the Agency or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the execution and delivery of the Indenture or the collection of the Available LMIHF Funds or contesting or affecting, as to the Agency, the validity or enforceability of the Agency Legal Documents, or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of the Agency, or in any way contesting or challenging the consummation of the transactions contemplated hereby, or which might result in a material adverse change in the financial condition of the Agency or which might materially adversely affect the Available LMIHF Funds of the Agency; nor, to the best knowledge of the Agency, is there any known basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, rul ing or finding would materially adversely affect the validity of the authorization, execution, delivery or performance by the Agency of the Agency Legal Documents. (h) As of the time of acceptance hereof and as of the date of the Closing, the Agency does not a nd will not have outstanding any indebtedness which indebtedness is secured by a lien on the Available LMIHF Funds of the Agency superior to or on a parity with the lien provided for in the Indenture on the Available LMIHF Funds , other than as disclosed in the Official Statement.
(i) As of the time of acceptance hereof and as of the date of the Closing, the Agency has complied with the filing requirements of the Law, including, without limitation, the filing of all Recognized Obligation Payment Schedules, as re quired by the Law.
(j) As of the date thereof, the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they w ere made, not misleading (except that this representation does not include information under the heading “THE DEVELOPMENTS—The Dunes Development” therein, or information relating to The Depository Trust Company or the book-entry only system).

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(k) As of the dat e thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Official Statement did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made not misleading (except that this representation does not include inf ormation under the heading “THE DEVELOPMENTS —The Dunes Development” therein, or information relating to The Depository Trust Company or the book-entry only system). (l) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information herein, in the light of the circumstances under which it was presented, not misleading, the Agency will notify the Underwriter , and, if in the opinion of the Underwriter or the Agency, or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Agency will cooperate in the preparation of an amendment or supplement to the Official Statement in a form and manner approved by the Underwriter, and shall pay all expenses thereby incurred. For the purposes of this subsection, between the date hereof and the date which is 25 days of the End of the Underwriting Period for the Bonds, the Agency will furnish such information with respect to itself a s the Underwriter may from time to time reasonably request. As used herein, the term “End of the Underwriting Period” means the later of such time as: (i) the Agency delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as members of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Notwithstanding the foregoing, unless the Underwriter gives notice to the contrary, the “End of the Underwriting Period” shall be the Closing Date.
(m) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (l) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (including any financial and statistical dat a contained therein) will not contain any untrue statement of a material fact required to be stated therein or necessary to make such information therein in the light of the circumstances under which it was presented, not misleading (except that this repre sentation does not include information under the heading “THE DEVELOPMENTS —The Dunes Development” therein, or information relating to The Depository Trust Company or the book-entry only system). (n) After the Closing, the Agency will not participate in the iss uance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing or which shall be disapproved by counsel for the Underwriter.
(o) Any certificate signed by any of ficer of the Agency and delivered to the Underwriter in connection with the Bonds, or the Agency Legal Documents shall be deemed a representation by the Agency to the Underwriter as to the statements made therein.

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(p) The Agency will apply the proceeds from th e sale of the Bonds for the purposes specified in the Official Statement.
(q) The Agency will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter, at the expense of the Underwriter, as it may reasonably request in order to qualify the Bonds for offer and sale under the “blue sky” or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Underwriter may designate; provided, however, that the Agency will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction.
(r) Except as disclosed in the Official Statement, the Agency has not defaulted in any material respect under any prior continuing disclosure undertaking within the previous five years.
(s) The Oversight Board has duly adopted the Oversight Board Resolution approving the issuance of the Bonds and no further Oversight Board appro val or consent is required for the issuing of the Bonds or the consummation of the transactions on the part of the Agency described in the Preliminary Official Statement. (t) The Department of Finance of the State (the “Department of Finance”) has issued a let ter, dated May 16, 2022 (the “DOF Letter”), approving the portion of the Oversight Board Resolution that approved the issuance of the Bonds. No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions on the part of the Agency described in the Preliminary Official Statement. Except as disclosed in the Preliminary Official Statement, the Agency is not aware of the Department of Finance directing or having any basis to direct the County Auditor-Controller to deduct unpaid unencumbered funds from future allocations of property tax to the Agency pursuant to Section 34183 of the Dissolution Act.

6. Closing. At 8:30 A.M., California time, on _____, 2023 (the “Closing” or the “Closing Date”), or on such other date and time as may be mutually agreed upon by the Agency and the Underwriter, the Agency will, subject to the terms and conditions hereof, sell and deliver the Bonds to the Underwriter, duly execut ed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof in federal funds. Sale, delivery and payment as aforesaid shall be made at the offices of Quint & Thimmig LLP, Larkspur, California (“Bond Counsel”), or such other place as shall have been mutually agreed upon by the Agency and the Underwriter, except that the Bonds ( with one certificate for each maturity and otherwise in a form suitable for the book -entry system) shall be delivered to the Underwriter in New York, New York, through the book -entry system of The Depository Trust Company (“DTC”). Unless the DTC Fast Auto mated Securities Transfer (“FAST”) is utilized, the Bonds will be made available for inspection by DTC at least one business day prior to the Closing.

7. Closing Conditions . The Underwriter has entered into this Purchase Contract in reliance upon the represe ntations and warranties of the Agency contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Agency of its obligations hereunder, both

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as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Agency of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions:
(a) The Underwriter shall receive, within seven (7) business days of the date hereof, but in no event less than 1 business day prior to Closing, copies of the Official Statement (including all information previously permitted to have been omitted from the Preliminary Official Statement by Rule 15c2-12 and any amendments or supplements as have been approved by the Underwriter), in such reasonable quantity as the Underwriter shall have requested;
(b) The representations and warranties of the Agency contained herein shall be true and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing and the statements of the officers and other officials of the Agency made in any certificate or other document furnished pursuant to the provisions hereof are accurate;
(c) At the time of the Closing, the Agency Legal Documents shall have been duly authorized, executed and delivered by the respective parties thereto, and the Official Statement shall have been duly authorized, executed and delivered by the Agency, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to by the Underwriter, and shall be in full force and effect; and there shall be in full force and effect such resolution or resolutions of the governing body of the Agency as, in the opinion of Bond Counsel, shall be necessary or appropriate in connection with the transactions contemplated hereby;
(d) At the time of the Closing, all necessary official action of the Agency relating to the Official Statement and the Agency Legal Documents shall have been taken and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect; and
(e) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents:
(1) Bond Counsel Opinion . The approving opinion of Bond Counsel to the Agency, dated the date of the Closing and substantially in the form included as Appendix B to the Official Statement;
(2) Supplemental Opinion of Bond Counsel . A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter and dated the date of the Closing, stating that the Underwriter may rely on the opinions of Bond Counsel described in paragraph (1) above as if such opinion was addressed to the Underwriter and to the following effect:
(i) the Purchase Contract and the Continuing Disclosure Certificate have been duly executed and delivered by the Agency and (assuming due authorization, execution and delivery by and validity against the other parties thereto , as

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applicable) constitute the valid and binding obligations of the Agency, except as enforcement thereof may be limited by bankruptcy , insolvency or other laws affecting enforcement of creditors’ rights and by the application of equitable principles; (ii) the statements contained in the Official Statement under the captions “INTRODUCTION,” “ FINANCING PLAN ,” “THE BONDS,” “SECURITY FOR THE BON DS,” “TAX MATTERS” and in Appendices A and B thereto insofar as such statements expressly summarize certain provisions of the Indenture or the opinion of Bond Counsel, are accurate in all material respects; and (iii) the Bonds are not subject to the registration
requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. (3) Agency Counsel Opinion . An opinion of Counsel to the Agency, dated the date of the Closing and addressed to the Underwriter, to the following effect:
(i) the Agency is a public body, duly existing under the Constitution and laws of the State, with full right, power and authority to execute, deliver and perform its obligations under the Agency Legal Documents; (ii) the Agency Resolution and the Agency OS Resolution were duly adopted at meetings of the Agency, called and held pursuant to law, with all public notice required by law and at which quorums were present and acting throughout; and the Agency Resolution and the Agency OS Resolution are in full force and effect and have not been modified amended or rescinded since their respective adoption date; (iii) The Agency Legal Documents have been duly
authorized, executed and delivered by the Agency and, assuming due authorization, execution and delivery by the other parties thereto, the Agency Legal Documents constitute the valid, legal and binding obligations of the Agency enforceable in accordance with their respective terms, except as enforcement thereof may be lim ited by bankruptcy, insolvency or other laws affecting enforcement of creditors rights and by the application of equitable principles if equitable remedies are sought;
(iv) The preparation, delivery and execution of the Official Statement has been duly authorized by the Agency;
(v) The execution and delivery of the Agency Legal
Documents and the Official Statement and compliance with the provisions of the Agency Legal Documents, under the circum stances contemplated thereby, (A ) do not and will not in any material re spect conflict with or constitute on the part of the Agency a breach of or default under any agreement or other instrument to which the Agency is a party or by which it is bound, and (B) do not and will not in any material respect constitute on the part of the Agency a violation, breach of or default under any existing law, regulation, court order or consent decree to which the Agency is subject;

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(vi) to the best of such counsel’s knowledge, except as otherwise disclosed in the Official Statement, there is no li tigation or proceeding, pending and served upon the Agency, or threatened, challenging the creation, organization or existence of the Agency, or the validity of the Bonds or the Agency Legal Documents or seeking to restrain or enjoin any of the transactions referred to therein or contemplated thereby, or under which a determination adverse to the Agency would have a material adverse effect upon the financial condition or the revenues of the Agency, or which, in any manner, questions the right of the Agency to issue, sell and deliver the Bonds, to enter into the Indenture or to use the Available LMIHF Funds for repayment of the Bonds or affects in any manner the right or ability of the Agency to collect or pledge the Available LMIHF Funds; and
(vii) to the best of such counsel’s knowledge t he
information in the Official Statement under the captions “ THE SUCCESSOR AGENCY TO THE MARINA REDEVELOPMENT AGENCY,” “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED PROJECT AREAS ,” “THE DEVELOPMENTS —The Sea Haven Development,” “THE DEVELOPMENTS —The Sea Haven Developer” and “LITIGATION” is true and accurate in all material respects; provided, however, that no opinion is expressed as to any financial or statistical information contained therein. (4) Trustee Counsel Opin ion. The opinion of counsel to the Trustee, dated the date of the Closing, addressed to the Underwriter, to the effect that:
(i) The Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America, having full power to enter into, accept and administer the trusts created under the Indenture; (ii) The Indenture has been duly authorized, executed and delivered by the Trustee and the Indenture constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles, if equitable remedie s are sought; and
(iii) Except as may be required under Blue Sky or other securities laws of any state, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery by it of the Indenture, or the consummation of the transactions on its part contemplated by the Indenture. (5) Agency Certificate . A certificate of the Agency, dated the date of the Closing, signed on behalf of the Agency by a duly authorized officer of the Agency, to the effect that:
(i) the representations and warranties of the Agency
contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing;

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(ii) to his or her knowledge, no event affecting the
Agency has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclo sed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and
(iii) no further consent is required to be obtained for the inclusion of the City’s audited financial statements, including the accompanying independent auditor’s report, for the Fiscal Year ended June 30, 2021 in the Official Statement. (6) Trustee Certificate. A certificate, dated the Closing Date, to the effect that:
(i) The Trustee is a national banking association duly
organized and validly existing under the laws of the United States of America; (ii) The Trustee has full power, authority and legal right to comply with the terms of the Indenture and to perform its obligations stated therein; and (iii) The Indenture has been duly authorized, executed and delivered by the Trustee and (assuming due authorization, execution and delivery by the Agency) constitutes legal, valid and binding obligation of the Trustee in accordance with its respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally.
(7) Legal Documents. Executed copies of this Purchase Contract and the other Agency Legal Documents.
(8) Irrevocable Waiver and Direction . An executed copy of the Irrevocable Waiver and Direction Regarding Application of Funds Under the Tax Increment Financing Plan and Agreement (the “Irrevocable Waiver and Direction”) from the MCP and acknowledged and agreed to by the Agency.
(9) MCP Certificate. A certificate of MCP, dated the Closing Date, to the effect that a s of the date of the Official Statement, the information that is contained therein under the caption of the Official Statement entitled “THE DEVELOPMENTS—The Dunes Development” does not, as of the date of the Official Statement through and including the Closing Date, contain any untrue statement of a material fact or omit to state any material fact that was necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (10) MCP Counsel Opinion . An op inion of counsel to MCP addressed to the Agency and the Underwriter to the effect : (A) MCP is a Delaware limited liability company, duly organized and existing under the laws of Delaware, and (B) that without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement and without passing upon or assuming responsibility for the accuracy, completeness or fairness of such statements, no information has come to the attention during the course of their representation of MCP which causes them

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to believe that the statements c ontained in the Official Statement under the caption entitled “THE DEVELOPMENTS —The Dunes Development ,” as of the date of the Official Statement contained, or as of the Closing Date contains, any untrue statement of a material fact or as of the date of the Official Statement omitted, or as of the date hereof omits, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need to be expressed as to any information which is attribu table to a source other than MCP, contained in the Official Statement).
(11) Disclosure Letter . A letter of Quint & Thimmig LLP, Larkspur, California (“Disclosure Counsel”), dated the date of the Closing, addressed to the Agency and the Underwriter, to the effect that, without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement, but on the basis of their participation in conferences with representation of the Agency, the MCP, Goldfarb & Lipman LLP, as counsel to the Agency, KNN Public Finance, LLC, as municipal advisor to the Agency, the Underwriter and others, and thei r examination of certain documents, no facts have come to their attention which would lead them to believe that the Preliminary Official Statement, as of its date, and the Official Statement, as of its date or as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial, statistical, economic, engineering, or demographic data or forecasts, numbers, charts, tables, graphs, maps, estimates, projections, assumptions or expressions of opinion, or any information about valuation, real estate, or environmental matters, the Appendices to the Preliminary Official Statement and the Official Statement or any information about debt service requirements, book-entry, or the Depository Trust Company contained in the Preliminary Official Statement and the Official Statement).
(12) Fiscal Consultant Certificate. A certificate of Keyser Marston Associates, Inc. (the “Fiscal Consultant”) to the effect that the report of the Fiscal Consultant (the “Report”) contained in Appendix G to the Official Statement and the information set forth in the Official Statement under the captions “SECURITY FOR THE BONDS,” “PROPERTY TAXATION IN CALIFORNIA” and “THE DEVELOPMENTS” noted as sourced to the Fiscal Consultant, under the captions “THE SUCCESSOR AGENCY TO THE MARINA DEVELOPMENT AGENCY” and “THE DUNES AND SEA HAVEN PORTIONS OF THE MERGED P ROJECT AREAS” footnoted or noted as sourced to the Fiscal Consultant, or under the captions “RISK FACTORS —Concentration of Property Ownership,” “RISK FACTORS —Reduction in Taxable Value ” and “RISK FACTORS — Estimated Revenues ” in the Official Statement to the best of the Fiscal Consultant’s knowledge do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, conse nting to the use of the Report in the Preliminary and Official Statement and stating that to the best of the Fiscal Consultant’s knowledge, nothing has to come the Fiscal Consultant’s attention between the date of such Report and the Closing Date which would materially alter any of the conclusions set forth in the Report.

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(13) Oversight Board Resolution . A copy of the adopted Oversight Board Resolution, together with a copy of the DOF Letter. (14) Oversight Board Certificate. A certificate of the Clerk of the Oversight Board to the effect that the Oversight Board Resolution was validly adopted, remains in full force and effect, and has not been amended, rescinded or otherwise modified since its date of adoption.
(15) Underwriter’s Counsel Opinion . An opinion of Stradlin g Yocca Carlson & Rauth, a Professional Corporation, dated the Closing Date, addressed to the Underwriter, to the effect that: (A) while Underwriter’s Counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of any of the information contained in the Official Statement and has not undertaken to verify the accuracy, completeness or fairness of, or independently verified the information contained in, the Official Statement and is therefore unable to make an y representation to the Underwriter in that regard, Underwriter’s Counsel has participated in conferences prior to the date of the Official Statement with representatives of the Underwriter, the Successor Agency, the Authority, Bond Counsel, Disclosure Cou nsel, the Fiscal Consultant (as such term is defined herein), the Trustee and their respective legal counsel and others, during which conferences the contents of the Official Statement and related matters were discussed and that, based upon the information made available to Underwriter’s Counsel in the course of its participation in such conferences, review of the documents referred to above, reliance on the documents, letters, certificates and the opinions of counsel described in this Purchase Contract and Underwriter’s Counsel’s understanding of applicable law, as a matter of fact and not opinion, no information has come to the attention of the attorneys in Underwriter’s Counsel’s firm rendering legal services to the Underwriter with respect to the Bonds which caused Underwriter’s Counsel to believe that the Official Statement as of its date contained, or as of the Closing Date contained, any untrue statement of a material fact, or as of its date omitted, or as of the Closing Date omitted, to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that Underwriter’s Counsel expresses no view with respect to information related to any financial, statistical, engineering, or economic or demographic data or forecasts, numbers, charts, tables, estimates, projections, appraisals or assessed valuations or any information about CUSIP numbers, the rating on the Bond s, the book-entry system or The Depository Trust Company contained in the Official Statement, including any of the appendices thereto), and that, other than reviewing the various certificates and opinions required by Section 7(e) of th is Purchase Contract regarding the Official Statement, Underwriter’s Counsel has not taken any steps since the date of the Official Statement to verify the accuracy of the statements contained in the Official Statement as of the Closing Date; (B) the Bonds are not subject to t he registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended, are accurate in all material respects; and (C) the Continuing Disclosure Certificate t o provide continuing disclosure with respect to the Bonds satisfies the requirements of Rule 15c2-12. (16) Municipal Advisor Certificate . A Certificate, dated the date of Closing, signed by an authorized office of KNN Public Finance, LLC, the Agency’s Municipal Advisor, addressed to the Underwriter’s and the Agency and without having undertaken any investigation, to the effect that, in connection with its role in the preparation

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of the Official Statement, nothing has come to the attention of the Municipal Advisor that would lead it to believe that the statements and information contained in the Preliminary Official Statement and the Official Statement as of the date thereof and the date of the Closing, contains an untrue statement of a material fact or omit to s tate a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
(17) Certificate Regarding Parity Debt. A certificate of the Agency, dated the date of the Cl osing, signed on behalf of the Agency by a duly authorized officer of the Agency, to the effect that the requirements under the Indenture for the issuance of the Bonds as Parity Debt payable from Available LMIHF Funds on a parity with the 2018B Bonds and the 2020B Bonds have been satisfied.
(18) Additional Documents . Such additional certificates, instruments and other documents as Bond Counsel, the Agency or the Underwriter may reasonably deem necessary.

All the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter.

If the Agency shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract, if the Agency shall determine in good faith (and provide written notice to the Underwriter ) that legislation has been introduced or proposals made by the Gove rnor of the State which if enacted and effective would impose additional limitations or burdens on the Agency by reason of the issuance of the Bonds or which purport to prohibit the issuance of the Bonds, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Agency nor the Underwriter shall have any further obligation hereunder.

8. Termination. The Underwriter shall have the right to cancel its obligation to purchase the Bonds and to terminate this Purchase Contract by written notice to the Agency if, between the date of this Purchase Contract to and including the Closing, in the Underwriter’s sole and reasonable judgment any of the following events shall occur:
(a) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (b) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been mate rially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Contract in the Con gress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on

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Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any Federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the Agency, or the interest on bonds o r notes or obligations of the general character of the Bonds; or
(c) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or
(d) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (e) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter’s ability to trade the Bonds; or
(f) a general banking moratorium shall have been estab lished by federal or State authorities; or
(g) any rating of the Bonds shall have been downgraded, suspended or withdrawn by a national rating service, which, in the Underwriter’s reasonable opinion, materially adversely affects the marketability or market price of the Bonds; or (h) the commencement of any action, suit or proceeding described in Section 5(g) hereof which, in the judgment of the Underwriter, materially adversely affects the market price of the Bonds; or

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(i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events:
(1) there shall have occurred (A) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (B) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or
(j) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction.

9. Expenses. The Agency will pay or cause to be paid the approved expenses incident to the performance of its obligations hereunder and certain expenses relating to the sale of the Bonds, including, but not limited to : (a) the cost of the preparation and printing or other reproduction of the Agency Legal Documents (other than this Purchase Contract); (b) the fees and disbursements of Bond Counsel, Disclosure Coun sel, the Municipal Advisor, Fiscal Consultant and any other experts or other consultants retained by the Agency; (c) the costs and fees of the credit rating agencies; (d) the cost of preparing and del ivering the definitive Bonds; ( e) the cost of the printi ng or other reproduction of the Preliminary Official Statement and Official Statement and any amendment or supplement thereto, including a reasonable number of certified or conformed copies thereof . The Underwriter will pay the expenses of the preparation of this Purchase Contract and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds, the cost of providing immediately available funds on the Closing Date , the Underwriter’s out-of-pocket expenses incurred with the financing , the fees for a continuing disclosure undertaking compliance review and the fee and disbursements of Underwriter’s Counsel. The Underwriter is also required to pay the fees of the California Debt and Investment Advisory Commission in connection with the offering of the Bonds. These expenses of the Underwriter have been taken into consideration in the determination of the underwriting spread set forth in Section 1. The Agency acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider such fees. Notwithstanding that such fees are solely the legal obligation of the Underwriter, the Agency agrees to reimburse the Underwriter for such fees.

The Underwriter shall pay, and the Agency shall be under no obligation to pay, all expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds.

10. Notices. Any notice or other commun ication to be given to the Agency under this Purchase Contract may be given by delivering the same in writing at the Agency’s addr ess set forth above; Attention: City Manager, and to the Underwriter under this Purchase Contract may be given by delivering the same in writing to One Montgomery Street, 35th Floor, San Francisco, California 94104, Attention: Eileen Gallagher, Managing Director.

11. Parties in Interest . This Purchase Contract is made solely for the benefit of the Agency and the Underwriter and no other person shall acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and agreements of the Agency contained in this Purchase Contract shall remain operative and in full force and effect, regardless of: (i) any

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investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Purchase Contract; and (iii) any termination of this Purchase Contract.

12. Effectiveness and Counterpart Signatures . This Purchase Contract s hall become effective upon the execution of the acceptance by an authorized officer of the Agency and shall be valid and enforceable at the time of such acceptance and approval. This Purchase Contract may be executed by the parties hereto by facsimile transmission and in separate counterparts, each of which when so executed and delivered (including delivery by facsimile transmission) shall be an original, but all such counterparts shall together constitute but one and the same instrument.

13. Headings. The he adings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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14. Governing Law. This Purchase Contract shall be construed in accordance with the laws of the State of California.

Very truly yours,
STIFEL, NICOLAUS & COMPANY, INC., as
Underwriter
By:

Its: Authorized Officer

Accepted:

SUCCESSOR AGENCY TO THE

MARINA REDEVELOPMENT AGENCY

By:

City Manager

Time of Execution: _____ p.m. Pacific Time

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EXHIBIT A

MATURITY SCHEDULE

SUCCESSOR AGENCY TO THE

MARINA REDEVELOPMENT AGENCY
HOUSING TAX ALLOCATION BONDS, SERIES 2023B
Maturity Date
(September 1)
Principal
Amount Interest Rate Yield
Initial
Offering
Price
10% Test
Used
Hold the
Offering
Price Used

T Term Bond.

C Priced to optional redemption date of September 1, 20__ at a redemption price of _____% of par.

Optional Redemption. The Bonds may be redeemed at the option of the Agency, on any date on or after September 1, 20__, in whole or in part, among such maturities as shall be determined by the 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 prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the date of redemption:

Redemption Date Redemption Price
September 1, 20__ to August 31, 20__ %
September 1, 20__ to August 31, 20__
September 1, 20__ to August 31, 20__
September 1, 20__ 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, 20__ (the “20__ Term Bonds”), are subject to mandatory redemption, in part by lot, from Sinking Account payments set forth in the following schedule on September 1, 20__, and on each September 1 thereafter to and including September 1, 20__, at a redemption price equal to the principal amount

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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 20__ 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 20__ Term Bonds so redeemed by reducing each such future Sinking Account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as shall be designated pursuant to written notice filed by the Successor Agency with the Trustee.

Redemption Date
(September 1) Principal Amount

(maturity)

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EXHIBIT B

FORM OF ISSUE PRICE CERTIFICATE

SUCCESSOR AGENCY TO THE

MARINA REDEVELOPMENT AGENCY
HOUSING TAX ALLOCATION BONDS, SERIES 2023B

The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (“Stifel”) hereby certifies as set forth below with respect to the sale and issuance of the above -captioned bonds (the “Bonds”).

1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Stifel offered the Hold -the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Da te. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Contract, dated _____, 2023, by and between Stifel and the Issuer, Stifel has agreed in writing that, (i) for each Maturity of the Hold -the- Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold -the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold -the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold -the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (_____, 2023), or (ii) the date on which Stifel has sold at least 10% of such Hold - the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
(d) Issuer means the Successor Agency to the Marina Redevelopment Agency.

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(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated in terest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is _____, 2023. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a w ritten contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

4. The establishment of the Reserve Account in the amount of the Reserve Requirement was vital to the marketing of the Bond and reasonably required to assure the payment of debt service on the Bonds.

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federa l income tax rules affecting the Bonds, and by Quint & Thimmig LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8 038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

STIFEL, NICOLAUS & COMPANY,

INCORPORATED
By:

Name:

By:

Name:

Dated: _____, 2023

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4863-4475-1678v3/200356-0528

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING

PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)

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4863-4475-1678v3/200356-0528

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)

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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 Bo nds, 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 o f 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 re pository 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 February __, 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

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in order to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5).

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 Age ncy (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 consi stent 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 Disseminat ion Agent shall notify the Successor 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 fir st 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 au dited 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 statements 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 alloca ted 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 outstanding 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 a nd 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 expressl y 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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(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 Propo sed Issue (IRS Form 5701 –TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security;

(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, other 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 ob tains 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 paragraph (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 t he 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 governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Successor Agency.

Section 6. Identifying Information for Filings with EM MA. 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 tim e, appoint or engage a successor Dissemination Agent to assist it in carrying 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 prepared 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 expe nses, legal fees and expenses and advances made or incurred by the Dissemination 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 Successor 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 Dis semination 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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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 r eason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Successor Agency. 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 o f 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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Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Successor Agency, the Dissemination Agent, the Participating Underwrit er 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: March 2, 2023

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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Exhibit A

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: March 2, 2023

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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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 Housing Tax Allocation Bonds, Series 2023B (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 Practic es, 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 February __, 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

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in order to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5).

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 Age ncy (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 consi stent 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 Disseminat ion Agent shall notify the Successor 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 fir st 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 au dited 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 statements 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 alloca ted 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 Available LMIHF Funds (substantially in the form of Table 5 in the Official Statement).

(4) Projection of Available LIMHF Funds for Debt Service and Debt Service Coverage for the Bonds (and any outstanding 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 Series 2020B Reserve Account of the Series B Debt Service Fund.

(7) The amount of the Reserve Requirement for the 2018B 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 2018B 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 requi red 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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(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 material 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, other 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 e lectronic 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 paragraph (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

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officer for the Successor Agency in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the 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 governmental 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 carrying out its obligations under this Disclosure Certificate and may discharge any such agent, with or without appointing a successor Dissemina tion 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 under stood and agreed that any information that the Dissemination Agent may be instructed to file with EMMA shall be prepared 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 Succe ssor Agency from time to time and all expenses, legal fees and expenses and advances made or incurred by the Dissemination 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 Successor 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 grea ter 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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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 ap plicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Successor Ag ency. 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 D isclosure 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 Di ssemination 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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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: March 2, 2023

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

EXHIBIT H
360
Exhibit A

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 Housing Tax Allocation Bonds, Series 2020B

Date of Issuance: March 2, 2023

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

EXHIBIT H
361
MEMO
DATE: February 3, 2023
TO: Mayor and the City Council
FROM: Guido Persicone, AICP, Community Development Director PREPARED BY: Nicholas McIlroy, Interim Senior Planner
SUBJECT: Second Reading of the Amendments to Chapter 5.32 Cardrooms On January 18, 2023, the following motion passed on a 3-2 (McCarthy, Medina Dirksen) roll call vote:

Biala / Visscher: That the proposed amendments are exempt from environmental review per Section 150 60(c)(2) of the CEQA Guidelines; that we read by title only, waive further reading, and approve the first reading of Ordinance 2023-, approving amendments to Title 5 of the Marina Municipal Code (MMC) by modifying Section 5.32.090 to clarify the assignment of cardroom permits and amend MMC Section 5.32.102 to remove the local moratorium on new cardroom permits and Section 5.32.106 to clarify a maximum of two (2) cardroom permits in the City of Marina; and direct staff to prepare a Zoning Text Amendment to identify zoning district or districts to allow cardrooms to be located in Title 17 (Zoning code) of the Marina Municipal Code with a referral to the Planning Commission for review and study.

Now, therefore, the action for you tonight is the second read ing of the ordinance amendment to Title 5. If it passes a second reading, then the ordinance will go into effect in 30 days. If it does not pass for a second reading, then the ordinance amendment to the municipal code will not take effect. Other than minor typographic al or clerical errors, any changes to the ordinance would require its reintroduction.

Should Council want to adopt the ordinance, a member can make the following motion:
“I make a mot ion to adop t the second reading of the proposed amendments that are exempt from environmental review per Section 150 60(c)(2) of the CEQA Guidelines; that we read by title only, waive further reading, and approve the first reading of Ordinance 2023 -, approving amendments to Title 5 of the Marina Municipal Code (MMC) by modifying Section 5.32.090 to clarify the assignment of cardroom permits and amend MMC Section 5.32.102 to remove the local moratorium on new cardroom permits and Section 5.32.106 to clarify a maximum of two (2) cardroom permits in the City of Marina; and direct staff to prepare a Zoning Text Amendment to identify zoning district or districts to allow cardrooms to be located in Title 17 ( Zoning code) of the Marina Municipal Code with a referral to the Planning Commission for review and study.” Agenda Item: 13a
ORDINANCE NO. 2023-02

AN ORDINANCE OF THE CI TY C OUNCIL OF TH E CITY OF MARINA AMENDING MARINA MUNICIPAL CODE (MCC) CHAPTER 5.32
“CARDROOMS” TO MODIFY THE CRITERIA FO R THE TRANSFER OF CARDROOM PE RMITS PURSUANT TO MCC 5.32.090 AND TO AMEND MCC SECTIONS 5.32.102 AND 5.32.106 REGARDING THE LIMIT ON THE NUMBER OF CARDROOMS PERMITS. THE PROPOSED AMENDMENTS

ARE EXEMPT FROM ENVIRONMENTAL REVIEW PER SECTION
15060(c)(2) OF THE CEQA GUIDELINES.
-oOo-

THE CITY COUNCIL OF THE CITY OF MARINA DOES HEREBY ORDAIN AS FOLLOWS:

1. Section 5.32.090 of the Marina Municipal Code shall be amended as follows, with deletions shown in strikethrough and additions shown in bold, italic, underline:
“Section: 5.32.090 Assignment of permit . No cardroom permit, or any interest therein, issued under the authority of this chapter, may be transferred from person to person, assigned, pledged or hypothe cated in whole or in part, except as authorized by this chapter. Such perm it shall not be subject to transfer to any other holder or operator through the levy of any execution by any judgment creditor or any judicial sale under any proceedings to enforce o r collect any judgment, debt or obligation. The transfer of the cardroom activity to a different location may be approved by the chief of police pro vided the application or transfer fulfills all the conditions specified in Sections 5.32.040 and

5.32.050 for the issuance of cardroom permits and such location is allowed under Title 17 of this code (Zoning Ordinance). The transfer of a valid City cardroom permit to another person may be allowed by the chief of police when the permittee is deceased and the executor or administrator of his estate has applied for such transf er within thirty days after the date of death, or when the permittee has become physi cally incapacitated so that Agenda Item: 13a
City Council Meeting of
February 7, 2023

he is unable to conduct his cardroom business and will b e so incapacitated for a period of six months or more from the d ate of such application ; provided further, that any such application for transfer of a cardroom permit to an other person may only be made by or on behalf of a permittee holding a valid permit issued and unrevoked at the time of adoption of the ordinance codified in this chapter and not by the transferee or such permit or any other person ; provided further, that the proposed recipient of any such permit transfer shall fulfill all the terms and c onditions of this chapte r for the issuance of any cardroom permit.”

2. Section 5.32.102 of the Marina Municipal Code shall be amended as follows, with deletions shown in strikethrough and additions shown in bold, italic, underline:
“5.32.102 Prohibition of ad ditional cardroom permit s. Notwithstanding any other provision or section of this chapt er, no cardroom permit for a cardroom not existing and legally permitted on the effec tive date of the ordinance codified in this se ction shall be issued by the city. (Ord. 96-6 § 1, 1996)”

3. Section 5.32.106 of the Marina Municipal Code shall be amended as follows with deletions shown in strikethrough and additions shown in bold, italic, underline:
“5.32.106 Limit on number of permits and tables in the city. No more than tw o cardroom permits shall be allowed in the city at one time . No more than a total of twenty tables shall be permitted in the city.”

4. Environmental. In accordance with t he California Environmental Quality Act (CEQA), staff finds that this ordinance is n ot subject to California Environment al Quality Act (CEQA) pursuant to the State CEQA Guidelines, California Cod e of Regulations, Titl e 14, Chapter 3, Sections: 15060(c)(2), because the proposed ordinance will not result in a direct or

reasonably foreseeabl e indirect physical change in the en vironment; and 15061(b)(3), because the proposed ordinance is covered by th e general rule that CE QA applies only to projects which have the potential for causing a significant effect on the environment . Therefore, the adoption of this ordinance is exempt from CEQA, and no further environmental review is necessary.

5. Effective Date. This Ordinance shall be in full force and effect on thirty (30) days after its final passage and adoption.

6. Severability. If any portion o f this Ordinance is found to be unco nstitutional or invalid the City Council hereby declares that it would hav e enacted the remainde r of this Ordinance regardless of the absence of any such invalid part.

7. Posting of Ordinance . Within fifteen (15) days a fter the passage of this Ordinance, the City Clerk shall cause it to be posted in the three (3) public places designated by resolution of the City Council.

The foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Marina duly held on January 18, 2023, and was passed and adopted at a regular meeting duly held on ________________, 2023, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

Bruce C. Delgado, Mayor
ATTEST:

__________________________
Anita Sharp, Deputy City Clerk

February 2, 2023 Item No. 13b

Honorable Mayor and Members of the City Council Meeting City Council of February 7, 2023

CITY COUNCIL TO OPEN A PUBLIC HEARING, TAKE TESTIMONY FROM

THE PUBLIC, AND TAKE ACTION ON PROPOSED MODIFICATIONS TO AN

APPROVED USE PERMIT FOR A COMBINED MEDICAL/ADULT CANNABIS DISPENSARY USE AT 3100 DEL MONTE BOULEVARD (APN 032-192-018-000).

THIS ITEM IS CONTINUED FROM THE DECEMBER 6, 2022, CITY COUNCIL MEETING.

RECOMMENDATION:

Staff recommends that the City Council take one of the following actions:
a) Staff Recommendation (Exhibit A):

Open a Public Hearing, take testimony from the public and adopt a resolution with the required findings to: 1) extend the Cannabis Use Permit until January 1, 2024; 2) approve the modifications to remove the required façade improvements; and 3) grant an extension for completion of the site improvements in City Council Resolution 2020 -65 to July 31 , 202 3, as conditioned herein in with additional amendments, for the combined Medical/Adult Cannabis Dispensar y Use at 3100 Del Monte Boulevard (APN 032 -192-018-000) and find the project as described and conditioned exempt from environmental review per Section 15301 of the CEQA Guidelines.
b) Alternative recommendation (Exhibit B):

Open a Public Hearing, take testimo ny f rom the public and adopt a resolution with the required findings to deny the modifications to remove the required façade improvements and deny an extension for completion of the site improvements in City Council Resolution 2020 -65 to July 31 , 202 3, for the combined Medical/Adult Cannabis Dispensary Use at 3100 Del Monte Boulevard (APN 032-192-018-000) and find the project would be exempt from environmental review under Statutory Exemptions per Section 15270 (Projects which are Disapproved) of the CEQA Guidelines.

BACKGROUND:

On December 6, 2022, the City Council heard the item, took testimony from the public, and passed the following motion:

“The applicant and the City will agree to a sixty (60) day tolling agreement to work out the following issues: a cost estimate for the Carmel Avenue improvements per COA #6, façade improvements, a publicly approved mural, and Del Monte Avenue improvements pursuant to condition of approval (COA #6). City Staff will bring back this agreement to the City Council by no later than February 7, 2023.”

For the previous staff report and the video of the recording, please visit the City of Marina’s Agenda Center: https://www.cityofmarina.org/AgendaCenter and review the City Council Meeting held on December 6, 2022.
1 On December 20, 2023, City Staff met with applicant Pacific Roots and began the process of working out the issues as instructed by the City Council.

On January 12, 2023, City Staff met with Pacific Roots a nd agreed on the estimated costs of the improvements including the façade improvements for their suite, a publicly approved mural, and Del Monte Avenue improvements . The applicant agreed to send a letter that includes the mutually agreed upon cost estimates.

On January 31, 2023, City Staff received a letter from the applicant (Attachment 1).

PROJECT ANALYSIS:

Modifications Cost Staff Comments
Carmel Avenue Road Improvements (curb,
gutter, and sidewalk)
$160,896.75 Based on May 2022 estimate
(Attachment 2)
25’ of Del Monte and Corner $29,277.50 Based on May 2022 estimate Façade Improvements $50,000 Based on original Façade
Improvements Building
Permit B22-000868
Remaining - 230’ of Del Monte Road
Improvements
$232,786.25 Based on May 2022 estimate
Repaint and refurbish parts of the shopping
center, install planters, & mural commemorating
the historic Pacific Roots railroad
$50,000 Estimate by the applicant

If the City Council chooses to accept the applicant’s proposal, the applicant will improve 1 79 feet along Carmel Avenue by installing driveways, sidewalks, curbs, and gutters as shown below (Attachment 3) and agree to add a surety bond for the corner and 25 feet of improvements along Del Monte Boulevard when the final design for the street is com pleted by the City at a future date (COA #34).

For the landscaping and planter boxes the applicant agrees to work with the Marina Tree and Garden Club for the types of trees and plants in the planter beds (COA #31). Further, the applicant has agreed to input from the City Council and the community on the subject and design of the mural. In an effort to provide a mural with meaning to the history of Marina, applicant proposes a mural depicting the Pacific Roots railroad.

If the City Council approves the ame ndments to the Conditions of Approval, then Pacific Roots and the City Manager will execute a Development / Operating Agreement as required in Condition of Approval #4. The development agreement ensures that the applicant completes all the mutually agreed upon site and building improvements. 2 If the City Council does not support the proposed amendments, staff notes that the applicant has no vested right to this permit based on the 2018 Cannabis Ordinance under which the permit was approved (Attachment 3). S taff has incorporated the following paragraph in to the findings for denial if the City Council chooses to pursue an alternative resolution from the staff recommendation.

“Section 4: Use Permit. Use permits for cannabis and cannabis related uses are for on e year. No property interest, vested right, or e ntitlement to receive a future license to operate a medical marijuana business shall ever inure to the benefit of such permit holder as such permits are revocable at any time with or without cause by the City Manager […].”

CORRESPONDENCE
Staff has not received correspondence applicable to this permit as of January 30, 2023.

ENVIRONMENTAL DETERMINATION
The proposed project is exempt from the California Environmental Quality Act (CEQA) under Class 1, Section 15301 (Existing Facilities) of the State CEQA G uidelines. Staff has determined that the exemption applies in this case because the modifications to the CUP under consideration would be minor alterations to an existing structure or facility and would invol ve negligible or no expansion of use. If the City Council denies the project, then the project would be exempt from environmental review under Statutory Exemptions per Section 15270 (Projects which are Disapproved) of the CEQA Guidelines.

CONCLUSION:

This request is submitted for City Council consideration and action.

Respectfully submitted,

_______________________________
Nicholas McIlroy, Associate Planner
Community Development Department
City of Marina

REVIEWED/CONCUR:

_______________________________
Guido Persicone, AICP
Community Development Director
City of Marina

_______________________________
Lane Long
City Manager
City of Marina

Attachments:

1. January 27, 2023, Letter from Pacific Roots

2. Public Improvements Cost Estimate May 2022

3. Carmel Avenue Improvements

4. 2018 Cannabis Ordinance
3 Exhibit A
RESOLUTION NO. 2023-

A CITY COUNCIL RESOLUTION APPROVING THE MODIFICATIONS TO REMOVE THE REQUIRED FAÇADE IMPROVEMENTS AND GRANT AN

EXTENSION FOR COMPLETION OF THE SITE IMPROVEMENTS IN CITY COUNCIL RESOLUTION 2020-65 TO JANUARY 3, 2024, FOR THE COMBINED MEDICAL/ADULT CANNABIS DISPENSARY USE AT 3100 DEL MONTE BOULEVARD (APN 032-192-018-000).

WHEREAS, on June 10, 2020, the City Council adopted Resolution No. 202 0-65 approving a Cannabis Conditional Uce Permit (CUP) to allow a combined Medical/Adult Cannabis Dispensary Use at 3100 Del Monte Blvd . The applicant , Pacific Roots Marina, LLC (Pacific Roots or applicant) has until January 3, 2023, to complete all Condit ions of Approval (COA). To be in compliance with COA #10 Permit Expiration , which gives the applicant , Pacific Roots, LLC (Pacific Roots or Marina) one year to complete all conditions after the date of occupancy, the following three (3) COAs below need to be completed:

1. Substantial Compliance – The project shall be constructed in substantial compliance with the plans submitted to the Planning Office on January 7, 2020, except as conditioned herein.

6. Public Improvements – In accordance with Marina Municipal Code Chapter 15.36, public improvements shall be designed and installed by the applicant or property owner to the satisfaction of the City Engineer and may include, but are not limited to, curb, gutter, sidewalk, park strip, street trees and light poles. The installation of improvements may be deferred by the City Engineer until the City Council approval of the design for Del Monte Boulevard and then completed within a time to be determined in accordance with the design.

7. Parking – Subject to approval by the Director of Community Development- Planning, final plans shall indicate either site modifications that allow for one parking space per 275 square feet of tenant floor space, or alternate means of compliance, such as an agreement with neighboring property owners.

WHEREAS, on August 17, 2021, the City Council granted a 120-day extension, in addition to the previous 90-day extension granted by the City Manager . This extended the tenant improvements building permit deadline to January 6, 2022;
WHEREAS, on January 3, 2022, Pacific Roots finalized their tenant improvements building permit including security and safety measures and minor exterior improvements such as signs and wheelchair access. The Pacific Roots group partnered with a management company and opened as Catalyst Cannabis Dispensary (Catalyst);
WHEREAS, on September 1, 2022, the applicant applied to amend Condition of Approval #1 by removing the façade changes as shown on “Exhibit 1” and to request an extension of Conditions of Approval (COA) #6 and #7 for one additional year until January 3, 2024;

WHEREAS, on October 13, 2022, the Planning Commission made the following recommendation:

The Planning Commission recommends to the City Council that it DENY modifications to remove the required façade improvements and not grant an extension of the site improvements in City Council Resolution 2020-65.
4 Resolution 2023-