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APPENDIX D FORM OF SUCCESSOR AGENCY CONTINUING DISCLOSURE CERTIFICATE This CONTINUING DISCLOSURE CERTIFICATE (this “Disclosure Certificate”) is executed and delivered by the Successor Agency to the Former Milpitas Redevelopment Agency (the “Successor Agency”) in connection with the issuance of $____________ Successor Agency to the Former Milpitas Redevelopment Agency 2026 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1) (the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust dated as of _________ 1, 2026, by and between the Successor Agency and the U.S. Bank Trust Company, National Association, as trustee. The Successor Agency covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Successor Agency for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined, the following capitalized terms shall have the following meanings: “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. “Dissemination Agent” shall mean Willdan Financial Services, 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. “EMMA System” shall mean the Electronic Municipal Market Access system of the MSRB or such other electronic system designated by the MSRB or the Securities and Exchange Commission for compliance with S.E.C Rule 15c2-12(b). “Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. “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. “Official Statement” means the final official statement delivered by the Successor Agency in connection with the Bonds. “Participating Underwriter” means Stifel, Nicolaus & Company, Incorporated, as the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.
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Section 3. Provision of Annual Reports. (a) The Successor Agency shall, or shall cause the Dissemination Agent to, not later than nine (9) months after the end of the Successor Agency’s fiscal year (which date currently would be March 31, based upon the June 30 end of the Successor Agency’s fiscal year), commencing with the report for the 2025-26 fiscal year, provide to the MSRB through the EMMA System an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report for the 2025-26 fiscal year will be satisfied by the final Official Statement and the provision of the audited financial statements for the 2025-26 fiscal year. Not later than fifteen (15) Business Days prior to said date, the Successor Agency shall provide the Annual Report to the Dissemination Agent (if other than the Successor Agency). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure 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 not available by that date. If the Successor Agency’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(b). (b) If the Successor Agency is unable to provide to the MSRB through the EMMA System an Annual Report by the date required in subsection (a), the Successor Agency shall provide to the MSRB, in electronic format as prescribed by the MSRB through the EMMA System, a notice in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and (ii) if the Dissemination Agent is other than the Successor Agency, file a report with the Successor Agency certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided to the MSRB through the EMMA System pursuant to this Disclosure Certificate. Section 4. Content of Annual Reports. The Successor Agency’s Annual Report shall contain or incorporate by reference the following: (a) Audited Financial Statements of the Successor Agency prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If such 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 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) Unless otherwise provided in the audited financial statements filed on or prior to the annual filing deadline for the Annual Reports provided for in Section 3 above, financial information and operating data with respect to the Successor Agency for the preceding fiscal
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year, substantially similar to that provided in the corresponding tables and charts in the Official Statement for the Bonds, as follows: (i) Principal amount of Bonds outstanding as of June 30 of the most recently-completed fiscal year. (ii) Information for the current fiscal year of the type included in Tables 3, 4 and 7 of the Official Statement. 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 have been submitted to the MSRB through the EMMA System or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Successor Agency shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) The Successor Agency shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds: (1) Principal and interest payment delinquencies. (2) Non-payment related defaults, if material. (3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers. (9) Defeasances. (10) Release, substitution, or sale of property securing repayment of the securities, if material. (11) Rating changes.
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(12) Bankruptcy, insolvency, receivership or similar event of the Successor Agency or other obligated person. (13) The consummation of a merger, consolidation, or acquisition involving the Successor Agency or an obligated person, or the sale of all or substantially all of the assets of the Successor Agency or an 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. (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (15) Incurrence of a financial obligation of the Successor Agency, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Successor Agency, any of which affect security holders, if material (for the definition of “financial obligation,” see clause (e)). (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the Successor Agency, any of which reflect financial difficulties (for the definition of “financial obligation,” see clause (e)). (b) 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 through the EMMA System, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Indenture. (c) The Successor Agency acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the qualifier “if material.” 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 Dissemination Agent shall not be responsible for determining whether an event is material. (d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) 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.
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(e) For purposes of Section 5(a)(15) and (16), “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. Section 6. Termination of Reporting Obligation. The Successor Agency’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds or upon the delivery to the Dissemination Agent of an opinion of nationally recognized bond counsel retained by the Successor Agency to the effect that continuing disclosure is no longer required. If such termination occurs prior to the final maturity of the Bonds, the Successor Agency shall give notice of such termination in the same manner as for a Listed Event under Section 5(b). Section 7. Dissemination Agent. (a) The Successor Agency may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Successor Agency pursuant to this Disclosure Certificate, unless the Successor Agency is the Dissemination Agent, as provided herein. The initial Dissemination Agent shall be Willdan Financial Services. If at any time there is no designated Dissemination Agent appointed by the Successor Agency, or if the Dissemination Agent so appointed is unwilling or unable to perform the duties of Dissemination Agent hereunder, the Successor Agency shall be the Dissemination Agent and undertake or assume its obligations hereunder. The Dissemination Agent may resign by providing forty-five days written notice to the Successor Agency and the Trustee. Any company succeeding to all or substantially all of the Dissemination Agent’s corporate trust business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or any further act. The Dissemination Agent may resign its duties hereunder at any time upon written notice to the Successor Agency. (b) 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 for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent (unless the Successor Agency is the Dissemination Agent) shall have no duty or obligation to review any information provided to it by the Successor Agency hereunder and shall not be deemed to be acting in any fiduciary capacity for the Successor Agency, holders 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 retained by the Successor Agency. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Successor Agency may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied
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(provided no amendment or waiver shall be made that affects the duties or rights of the Dissemination Agent without its written consent): (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), 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 type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel retained by the Successor Agency, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of
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holders, or (ii) does not, in the opinion of nationally recognized bond counsel retained by the Successor Agency, materially impair the interests of the holders or beneficial owners of the Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the Successor Agency to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the MSRB through the EMMA System in the same manner as for a Listed Event under Section 5(b). Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Successor Agency from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed 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 Listed 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 Listed Event. Section 10. Default. In the event of a failure of the Successor Agency to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Successor Agency to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and 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.
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Section 11. Duties, Immunities and Liabilities of Dissemination Agent. All of the immunities, indemnities, and exceptions from liability in Article VI of the Indenture insofar as they relate to the Trustee shall apply to the Trustee and the Dissemination Agent in this Disclosure Certificate. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, 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) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. 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 retained by the Successor Agency. The obligations of the Successor Agency under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. No person, other than the Successor Agency, shall have any right to commence any action against the Trustee or Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Certificate. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Successor Agency, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Dated: ______________________ SUCCESSOR AGENCY TO THE FORMER MILPITAS REDEVELOPMENT AGENCY By Name Title AGREED AND ACCEPTED: WILLDAN FINANCIAL SERVICES, AS DISSEMINATION AGENT By: Name: Title:
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APPENDIX E AUDITED FINANCIAL STATEMENTS OF THE CITY FISCAL YEAR 2024-25
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APPENDIX F SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE
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APPENDIX G BOOK-ENTRY ONLY SYSTEM The information in this Appendix G concerning The Depository Trust Company (“DTC”), and DTC’s book-entry system has been obtained from DTC and the Successor Agency takes no responsibility for the completeness or accuracy thereof. The Successor Agency cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC. The Depository Trust Company (“DTC”) will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing Successor Agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information set forth on such website is not incorporated herein by reference. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the
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Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Successor Agency as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, premium (if any), and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Successor Agency or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, or the Successor Agency, subject to any statutory or regulatory requirements as may be in effect from time to time. Principal, premium (if any), and interest payments with respect to the Bonds to
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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.
Jones Hall Draft of August 25, 2026
INDENTURE OF TRUST Dated as of November 1, 2026 by and between the SUCCESSOR AGENCY TO THE FORMER MILPITAS REDEVELOPMENT AGENCY and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Relating to $____________ Successor Agency to the Former Milpitas Redevelopment Agency 2026 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1)
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TABLE OF CONTENTS Page ARTICLE I: DETERMINATIONS; DEFINITIONS: Section 1.01. Findings and Determinations. ........................................................................................... 3 Section 1.02. Definitions ......................................................................................................................... 3 ARTICLE II: AUTHORIZATION AND TERMS: Section 2.01. Authorization of 2026 Bonds. ......................................................................................... 12 Section 2.02. Terms of 2026 Bonds. .................................................................................................... 12 Section 2.03. Redemption of 2026 Bonds. ........................................................................................... 13 Section 2.04. Form of 2026 Bonds. ...................................................................................................... 13 Section 2.05. Execution of 2026 Bonds. .............................................................................................. 13 Section 2.06. Transfer of Bonds. .......................................................................................................... 13 Section 2.07. Exchange of Bonds. ....................................................................................................... 14 Section 2.08. Registration of Bonds. .................................................................................................... 14 Section 2.09. Temporary Bonds. .......................................................................................................... 14 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. .................................................................. 14 Section 2.11. Book-Entry System. ........................................................................................................ 15 ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS OF 2026 Bonds Section 3.01. Issuance of 2026 Bonds. ................................................................................................ 17 Section 3.02. Application of Proceeds of Sale and Certain Other Amounts. ........................................ 17 Section 3.03. Bond Proceeds Fund; Costs of Issuance Account. ........................................................ 17 Section 3.04. Refunding Funds. ........................................................................................................... 17 ARTICLE IV: SECURITY OF BONDS; FLOW OF FUNDS: Section 4.01. Security of Bonds; Equal Security. ................................................................................. 18 Section 4.02. Redevelopment Obligation Retirement Fund; Deposit of Tax Revenues. ...................... 18 Section 4.03. Deposit of Amounts by Trustee. ..................................................................................... 18 ARTICLE V: OTHER COVENANTS OF THE SUCCESSOR AGENCY: Section 5.01. Punctual Payment. ......................................................................................................... 22 Section 5.02. Limitation on Additional Indebtedness; Against Encumbrances. .................................... 22 Section 5.03. Extension of Payment. ................................................................................................... 22 Section 5.04. Payment of Claims. ........................................................................................................ 22 Section 5.05. Books and Accounts; Financial Statements. .................................................................. 22 Section 5.06. Protection of Security and Rights of Owners. ................................................................. 22 Section 5.07. Payments of Taxes and Other Charges. ........................................................................ 23 Section 5.08. Compliance with the Law; Recognized Obligation Payment Schedules. ....................... 23 Section 5.09. [Reserved] ...................................................................................................................... 23 Section 5.10. Dissolution Act Invalid; Maintenance of Tax Revenues. ................................................ 23 Section 5.11. No Arbitrage. .................................................................................................................. 24 Section 5.12. Private Activity Bond Limitation. ..................................................................................... 24 Section 5.13. Federal Guarantee Prohibition. ...................................................................................... 24 Section 5.14. Rebate Requirement. ..................................................................................................... 24 Section 5.15. Maintenance of Tax-Exemption. ..................................................................................... 24 Section 5.16. Continuing Disclosure ................................................................................................... 24 Section 5.17. Provisions Relating to the 2026 Reserve Policy. ........................................................... 24
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ARTICLE VI: THE TRUSTEE: Section 6.01. Duties, Immunities and Liabilities of Trustee. ................................................................ 25 Section 6.02. Merger or Consolidation. ................................................................................................ 26 Section 6.03. Liability of Trustee. ......................................................................................................... 26 Section 6.04. Right to Rely on Documents and Opinions. ................................................................... 28 Section 6.05. Preservation and Inspection of Documents. ................................................................... 29 Section 6.06. Compensation and Indemnification. ............................................................................... 29 Section 6.07. Deposit and Investment of Moneys in Funds. ................................................................ 29 Section 6.08. Accounting Records and Financial Statements. ............................................................. 30 Section 6.09. Appointment of Co-Trustee or Agent. ............................................................................. 30 Section 6.10. Other Transactions with Successor Agency. .................................................................. 31 ARTICLE VII: MODIFICATION OR AMENDMENT OF THIS INDENTURE: Section 7.01. Amendment With And Without Consent of Owners ....................................................... 32 Section 7.02. Effect of Supplemental Indenture. .................................................................................. 32 Section 7.03. Endorsement or Replacement of Bonds After Amendment. .......................................... 33 Section 7.04. Amendment by Mutual Consent. .................................................................................... 33 Section 7.05. Trustee’s Reliance ......................................................................................................... 33 ARTICLE VIII: EVENTS OF DEFAULT AND REMEDIES OF OWNERS: Section 8.01. Events of Default and Acceleration of Maturities. ........................................................... 34 Section 8.02. Application of Funds Upon Acceleration. ....................................................................... 35 Section 8.03. Power of Trustee to Control Proceedings. ..................................................................... 35 Section 8.04. Limitation on Owner’s Right to Sue. ............................................................................... 36 Section 8.05. Non-Waiver. ................................................................................................................... 36 Section 8.06. Actions by Trustee as Attorney-in-Fact. ......................................................................... 37 Section 8.07. Remedies Not Exclusive. ............................................................................................... 37 ARTICLE IX: MISCELLANEOUS: Section 9.01. Benefits Limited to Parties. ............................................................................................. 38 Section 9.02. Successor is Deemed Included in All References to Predecessor. ............................... 38 Section 9.03. Defeasance of Bonds. .................................................................................................... 38 Section 9.04. Execution of Documents and Proof of Ownership by Owners. ...................................... 39 Section 9.05. Disqualified Bonds. ......................................................................................................... 39 Section 9.06. Waiver of Personal Liability. ........................................................................................... 39 Section 9.07. Destruction of Cancelled Bonds. .................................................................................... 39 Section 9.08. Notices. .......................................................................................................................... 40 Section 9.09. Partial Invalidity. ............................................................................................................. 40 Section 9.10. Unclaimed Moneys. ........................................................................................................ 40 Section 9.11. Execution in Counterparts. ............................................................................................. 41 Section 9.12. Governing Law ............................................................................................................... 41 EXHIBIT A FORM OF 2026 BOND ............................................................................................. A-1 EXHIBIT B DEBT SERVICE PAYMENT SCHEDULE…………………………..…………………..B-1
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INDENTURE OF TRUST THIS INDENTURE OF TRUST (this “Indenture”) is made and entered into and dated as of November 1, 2026, by and between the SUCCESSOR AGENCY TO THE FORMER MILPITAS REDEVELOPMENT AGENCY, a public entity duly created and existing under the laws of the State of California (the “Successor Agency”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”); W I T N E S S E T H: WHEREAS, the former Milpitas Redevelopment Agency (the “Former Agency”) was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State (the “Law”); WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code (unless otherwise noted, Section references hereinafter being to such Code), the Former Agency has been dissolved and no longer exists as a public body, corporate and politic, and pursuant to Section 34173, and the Successor Agency to the Former Milpitas Redevelopment Agency (the “Successor Agency”) has become the successor entity to the Former Agency; WHEREAS, the Successor Agency has previously issued its $127,790,000 aggregate principal amount of Successor Agency to the Former Milpitas Redevelopment Agency 2015 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1) (the “2015 Bonds”) to provide funds to refund bonds issued by the Former Agency in 2003; WHEREAS, Section 34177.5 of the Law authorizes the Successor Agency to undertake proceedings for the refunding of outstanding bonds and other obligations of the Former Agency, subject to the conditions precedent contained in said Section 34177.5; WHEREAS, the Successor Agency is authorized to issue bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the “Refunding Law”) for the purpose of achieving debt service savings within the parameters set forth in said Section 34177.5(a); WHEREAS, the Successor Agency has determined that it will achieve debt service savings within such parameters by the issuance pursuant to the Law and the Refunding Law of its $____________ aggregate principal amount of Successor Agency to the Former Milpitas Redevelopment Agency 2026 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1) (the “2026 Bonds”) to provide funds to refund the outstanding 2015 Bonds; WHEREAS, in order to provide for the authentication and delivery of the 2026 Bonds, to establish and declare the terms and conditions upon which the 2026 Bonds are to be issued and secured and to secure the payment of the principal thereof and interest thereon, the Successor Agency and the Trustee have duly authorized the execution and delivery of this Indenture; and
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WHEREAS, all acts and proceedings required by law necessary to make the 2026 Bonds when executed by the Successor Agency, and authenticated and delivered by the Trustee, the valid, binding and legal special obligations of the Successor Agency, and to constitute this Indenture a legal, valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done or taken; NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest on all the 2026 Bonds issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the 2026 Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the 2026 Bonds by the Owners thereof, and for other valuable considerations, the receipt of which is hereby acknowledged, the Successor Agency and the Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the 2026 Bonds, as follows:
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ARTICLE I DETERMINATIONS; DEFINITIONS Section 1.01. Findings and Determinations. The Successor Agency has reviewed all proceedings heretofore taken and has found, as a result of such review, and hereby finds and determines that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the 2026 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Successor Agency is now duly empowered, pursuant to each and every requirement of law, to issue the 2026 Bonds in the manner and form provided in this Indenture. Section 1.02. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.02 shall, for all purposes of this Indenture, of any Supplemental Indenture, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. “Annual Debt Service” means, for each Bond Year, the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Serial Bonds are retired as scheduled and that the Outstanding Term Bonds are redeemed from mandatory sinking account payments as scheduled, (b) the principal amount of the Outstanding Serial Bonds payable by their terms in such Bond Year, and (c) the principal amount of the Outstanding Term Bonds scheduled to be paid or redeemed from mandatory sinking account payments in such Bond Year. “Authorized Officer” means the Executive Director, Assistant Executive Director or Chief Financial Officer/Treasurer of the Successor Agency. “Bond” or “Bonds” means the 2026 Bonds. “Bond Counsel” means (a) Jones Hall LLP, or (b) any other attorney or firm of attorneys appointed by or acceptable to the Successor Agency, of nationally-recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Code. “Bond Proceeds Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.03. “Bond Year” means, any twelve-month period beginning on September 2 in any year and ending on the next succeeding September 1, both dates inclusive, except that the first Bond Year shall begin on the Closing Date, and end on September 1, 2027. “Business Day” means a day of the year on which banks in San Francisco, California, or the city where the Principal Corporate Trust Office is located are not required or permitted to be closed and on which the New York Stock Exchange is not closed. “City” means the City of Milpitas, California, a municipal corporation and general law city duly organized and existing under the laws of the State. “Closing Date” means, with respect to the 2026 Bonds, the date on which the 2026 Bonds are delivered by the Trustee to the original purchaser thereof.
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“Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate executed by the Successor Agency dated as of the Closing Date, as originally executed and as it may be amended from time to time in accordance with the terms thereof. “Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the Successor Agency relating to the authorization, issuance, sale and delivery of the Bonds, including but not limited to City and Successor Agency administrative staff costs, printing expenses, bond insurance and surety bond premiums, transferred proceeds penalties due the United States of America, rating agency fees, filing and recording fees, initial fees and charges and first annual administrative fee of the Trustee and fees and expenses of its counsel, fees, charges and disbursements of attorneys, financial advisors, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the Bonds and any other cost, charge or fee in connection with the original issuance of the Bonds. “Costs of Issuance Account” means the account by that name within the Bond Proceeds Fund established and held by the Trustee pursuant to Section 3.03. “County” means the County of Santa Clara, a county duly organized and existing under the Constitution and laws of the State. “Debt Service Fund” means the fund by that name established and held by the Trustee pursuant to Section 4.03. “Defeasance Obligations” means (i) cash, (ii) Federal Securities and (iii) Permitted Investments listed under subsection (b) of the definition thereof excluding Permitted Investments listed under (b) (iv) and (b) (vi). “Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.11. “Depository System Participant” means any participant in the Depository’s book-entry system. “Dissolution Act” means Part 1.85 (commencing with Section 34170) of Division 24 of the California Health and Safety Code. “DTC” means The Depository Trust Company, and its successors and assigns. “Event of Default” means any of the events described in Section 8.01. “Federal Securities” means any direct, noncallable general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America and CATS and TGRS), or obligations the payment of principal of and interest on which are unconditionally guaranteed by the United States of America.
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“Fiscal Year” means any twelve-month period beginning on July 1 in any year and extending to the next succeeding June 30, both dates inclusive, or any other twelve month period selected and designated by the Successor Agency to the Trustee in writing as its official fiscal year period. “Former Agency” means the former Milpitas Redevelopment Agency, a public body corporate and politic duly organized and existing under the Law and dissolved in accordance with the Dissolution Act. “Indenture” means this Indenture of Trust by and between the Successor Agency and the Trustee, as originally entered into or as it may be amended or supplemented by any Supplemental Indenture entered into pursuant to the provisions hereof. “Independent Accountant” means any accountant or firm of such accountants duly licensed or registered or entitled to practice as such under the laws of the State, appointed by the Successor Agency, and who, or each of whom: (a) is in fact independent and not under domination of the Successor Agency; (b) does not have any substantial interest, direct or indirect, with the Successor Agency; and (c) is not connected with the Successor Agency as an officer or employee of the Successor Agency, but who may be regularly retained to make reports to the Successor Agency. “Independent Redevelopment Consultant” means any consultant or firm of such consultants appointed by the Successor Agency, and who, or each of whom: (a) is judged by the Successor Agency to have experience in matters relating to the collection of Tax Revenues or otherwise with respect to the financing of redevelopment projects; (b) is in fact independent and not under domination of the Successor Agency; (c) does not have any substantial interest, direct or indirect, with the Successor Agency; and (d) is not connected with the Successor Agency as an officer or employee of the Successor Agency, but who may be regularly retained to make reports to the Successor Agency. “Information Services” means “EMMA” or the “Electronic Municipal Market Access” system of the Municipal Securities Rulemaking Board; or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the Successor Agency may designate in a Written Certificate of the Successor Agency delivered to the Trustee. “Interest Account” means the account by that name established and held by the Trustee pursuant to Section 4.03(a).
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“Interest Payment Date” means March 1 and September 1 of each year, commencing March 1, 2027, so long as any of the Bonds remain Outstanding hereunder. “Law” means the Community Redevelopment Law, constituting Part 1 of Division 24 of the California Health and Safety Code, together with the Dissolution Act, and the acts amendatory thereof and supplemental thereto. “Maximum Annual Debt Service” means, as of the date of calculation, the largest Annual Debt Service for the current or any future Bond Year, as certified in writing by the Successor Agency to the Trustee. “Nominee” means (a) initially, Cede & Co., as nominee of DTC, and (b) any other nominee of the Depository designated pursuant to Section 2.11(a). “Outstanding” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 9.05) all Bonds except: (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Successor Agency pursuant hereto. “Oversight Board” means the Redevelopment Dissolution Countywide Oversight Board of Santa Clara County, duly constituted pursuant to Section 34179(j) of the California Health and Safety Code. “Owner” or “Bondowner” means, with respect to any Bond, the person in whose name the ownership of such Bond shall be registered on the Registration Books. “Participating Underwriter” has the meaning ascribed thereto in the Continuing Disclosure Certificate. “Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein: (a) Federal Securities; (b) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (i) direct obligations or fully guaranteed certificates of beneficial ownership of the U.S. Export-Import Bank; (ii) certificates of beneficial ownership of the Farmers Home Administration; (iii) obligations of the Federal Financing Bank; (iv) debentures of the Federal Housing Administration; (v) participation certificates of the General Services Administration; (vi) guaranteed mortgage-backed bonds or guaranteed pass-through obligations of the Government National Mortgage Association; (vii) guaranteed Title XI financings of the U.S. Maritime
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Administration; (viii) project notes, local authority bonds, new communities debentures and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban Development; (c) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): (i) senior debt obligations of the Federal Home Loan Bank System; (ii) participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation; (iii) mortgaged-backed securities and senior debt obligations of the Federal National Mortgage Association (excluding stripped mortgage securities which are valued greater than par on the portion of unpaid principal); (iv) senior debt obligations of the Student Loan Marketing Association; (v) obligations (but only the interest component of stripped obligations) of the Resolution Funding Corporation; and (vi) consolidated system wide bonds and notes of the Farm Credit System; (d) money market funds (including funds of the Trustee or its affiliates) registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of “AAAm-G”, “AAAm”, or “AAm”, including funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services; (e) certificates of deposit secured at all times by collateral described in (a) or (b) above, which have a maturity of one year or less, which are issued by commercial banks, including affiliates of the Trustee, savings and loan associations or mutual savings banks, and such collateral must be held by a third party, and the Trustee on behalf of the Bond Owners must have a perfected first security interest in such collateral; (f) certificates of deposit, savings accounts, deposit accounts or money market deposits (including those of the Trustee and its affiliates) which are fully insured by the Federal Deposit Insurance Corporation; (g) unsecured certificates of deposit, time deposits, money market deposits, demand deposits and bankers’ acceptances of any bank (including those of the Trustee, its parent and its affiliates) the short-term obligations of which are rated on the date of purchase “A-1” or better by S&P and “P-1” by Moody’s; (h) investment agreements, including guaranteed investment contracts, which, are general obligations of an entity whose long term debt obligations, or claims paying ability, respectively, which are rated in one of the two highest rating categories by S&P or which are collateralized so as to be rated in one of the two highest rating categories by S&P; (i) commercial paper rated, at the time of purchase, ““A-1” or better by S&P; (j) bonds or notes issued by any state or municipality which are rated by S&P in one of the two highest rating categories assigned by such agencies; (k) money market funds, federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “A-1” or “A” or better by S&P;
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(l) repurchase agreements for thirty (30) days or less (or for more than thirty (30) days if such repurchase agreements provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Trustee and the transfer of cash from the Trustee to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Trustee in exchange for the securities at a specified date), which satisfy the following criteria: (i) repurchase agreements must be between the Trustee and (A) a primary dealer on the Federal Reserve reporting dealer list which falls under the jurisdiction of the Securities Investors Protection Corporation and which are rated “A” or better by S&P, or (B) a bank rated “A” or better by S&P; (ii) the written repurchase agreement contract must include the following: (A) securities acceptable for transfer, which may be direct U.S. government obligations, or federal agency obligations backed by the full faith and credit of the U.S. government; (B) the term of the repurchase agreement may be up to 30 days; (C) the collateral must be delivered to the Trustee or a third party acting as agent for the Trustee simultaneous with payment (perfection by possession of certificated securities); (D) the Trustee must have a perfected first priority security interest in the collateral; (E) the collateral must be free and clear of third-party liens and, in the case of a broker which falls under the jurisdiction of the Securities Investors Protection Corporation, are not subject to a repurchase agreement or a reverse repurchase agreement; (F) failure to maintain the requisite collateral percentage, after a two day restoration period, will require the Trustee to liquidate the collateral; (G) the securities must be valued weekly, marked-to-market at current market price plus accrued interest and the value of collateral must be equal to 104% of the amount of cash transferred by the Trustee to the dealer bank or securities firm under the repurchase agreement plus accrued interest (unless the securities used as collateral are obligations of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, in which case the collateral must be equal to 105% of the amount of cash transferred by the Trustee to the dealer bank or securities firm under the repurchase agreement plus accrued interest). If the value of securities held as collateral falls below 104% of the value of the cash transferred by the Trustee, then additional cash and/or acceptable securities must be transferred; and (iii) a legal opinion must be delivered to the Trustee to the effect that the repurchase agreement meets guidelines under state law for legal investment of public funds; (m) pre-refunded municipal bonds rated “AAA” by S&P; and (n) the Local Agency Investment Fund of the State of California, created pursuant to Section 16429.1 of the California Government Code. “Principal Account” means the account by that name established and held by the Trustee pursuant to Section 4.03(b). “Principal Corporate Trust Office” means such corporate trust office of the Trustee as may be designated from time to time by written notice from the Trustee to the Successor
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Agency. Except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the corporate trust office of U.S. Bank Trust Company, National Association in St. Paul, Minnesota or such other office or agency of the Trustee at which at any particular time, its corporate trust agency or operations shall be conducted. “Project Area” means the project area described in the Redevelopment Plan. “Qualified Reserve Account Credit Instrument” means (i) the 2026 Reserve Policy and (ii) an irrevocable standby or direct-pay letter of credit, insurance policy, or surety bond issued by a commercial bank or insurance company and deposited with the Trustee, provided that all of the following requirements are met at the time of acceptance thereof by the Trustee: (a) S&P or Moody’s have assigned a long-term credit rating to such bank or insurance company of “A” or higher; (b) such letter of credit, insurance policy or surety bond has a term of at least 12 months; (c) such letter of credit, insurance policy or surety bond has a stated amount at least equal to the Reserve Requirement or, if such letter of credit, insurance policy or surety bond is being provided with respect to only a portion of the Reserve Requirement, such letter of credit, insurance policy or surety bond has a stated amount at least equal to that portion of the Reserve Requirement with respect to which funds are proposed to be released; and (d) the Trustee is authorized pursuant to the terms of such letter of credit, insurance policy or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Interest Account or the Principal Account for the purpose of making payments required pursuant to Section 4.03 of this Indenture. “Recognized Obligation Payment Schedule” means the schedule by that name prepared before each six-month fiscal period in accordance with the requirements of Section 34177(l) of the California Health and Safety Code. “Record Date” means, with respect to any Interest Payment Date, the close of business on the fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether or not such fifteenth (15th) calendar day is a Business Day. “Redevelopment Obligation Retirement Fund” means the fund established and held by the Successor Agency pursuant to Section 34170.5(a) of the California Health and Safety Code. “Redevelopment Plan” means the Amended and Restated Redevelopment Plan for Milpitas Redevelopment Project Area No. 1 approved by Ordinance No. 192.14 of the City Council of the City of Milpitas adopted June 17, 2003, together with any amendments thereof thereafter duly enacted pursuant to the Law. “Redevelopment Property Tax Trust Fund” means the fund established pursuant to Section 34170.5(b) of the California Health and Safety Code and administered by the Santa Clara County Auditor–Controller. “Registration Books” means the records maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Bonds. “Refunding Law” means Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State, and the acts amendatory thereof and supplemented thereto.
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“Report” means a document in writing signed by an Independent Redevelopment Consultant and including: (a) a statement that the person or firm making or giving such Report has read the pertinent provisions of this Indenture to which such Report relates; (b) a brief statement as to the nature and scope of the examination or investigation upon which the Report is based; and (c) a statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said consultant to express an informed opinion with respect to the subject matter referred to in the Report. “Reserve Account” means the account by that name established and held by the Trustee pursuant to Section 4.03(d). “Reserve Requirement” means the lesser of (i) 125% of the average Annual Debt Service with respect to the 2026 Bonds, (ii) Maximum Annual Debt Service with respect to the 2026 Bonds or (iii) 10% of the amount (within the meaning of Section 148 of the Code) of the Bonds; provided, that the Successor Agency may meet all or a portion of the Reserve Requirement by depositing a Qualified Reserve Account Credit Instrument meeting the requirements of Section 4.03(d) hereof. “S&P” means S&P Global Ratings, Inc., and its successors. “Securities Depositories” means DTC and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Successor Agency may designate in a Written Request of the Successor Agency delivered to the Trustee. “Semiannual Period” means (a) each six-month period beginning on January 1 of any calendar year and ending on June 30 of such calendar year, and (b) each six-month period beginning on July 1 of any calendar year and ending on December 31 of such calendar year. “State” means the State of California. “Subordinate Debt” means any Loan, advances or indebtedness issued or incurred by the Successor Agency, which are either: (a) payable from, but not secured by a pledge of or lien upon, the Tax Revenues, including revenue bonds and other debts and obligations scheduled for payment pursuant to Section 34183(a)(2) of the Law; or (b) secured by a pledge of or lien upon the Tax Revenues which is subordinate to the pledge of and lien upon the Tax Revenues hereunder for the security of the Bonds. “Successor Agency” means the Successor Agency to the Former Milpitas Redevelopment Agency, a public entity duly organized and existing under the Law. “Supplemental Indenture” means any resolution, agreement or other instrument that has been duly adopted or entered into by the Successor Agency, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.
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“Tax Revenues” means all taxes that were eligible for allocation to the Former Agency with respect to the Project Area and are allocated to the Successor Agency pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the Law and Section 16 of Article XVI of the Constitution of the State, or pursuant to other applicable State laws, and that are deposited in the Redevelopment Property Tax Trust Fund for transfer to the Successor Agency for deposit into the Redevelopment Obligation Retirement Fund, excluding therefrom the administration charge of the County and all amounts required to be paid to taxing entities pursuant to Sections 33607.5 and 33607.7 of the Law unless such payments are subordinated to payments on the 2026 Bonds or any additional Bonds pursuant to Section 33607.5(e) of the Law and 34177.5(c) of the Dissolution Act. “Trustee” means U.S. Bank Trust Company, National Association, as trustee hereunder, or any successor thereto appointed as trustee hereunder in accordance with the provisions of Article VI. “Written Request of the Successor Agency” or “Written Certificate of the Successor Agency” means a request or certificate, in writing signed by an Authorized Officer, or by any other officer of the Successor Agency duly authorized by the Successor Agency for that purpose. “2015 Bonds” means the Successor Agency to the Former Milpitas Redevelopment Agency 2015 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1). “2015 Bonds Refunding Fund” means the fund by that name established in Section 3.04 hereof. “2015 Bonds Refunding Instructions” means those Irrevocable Refunding Instructions dated the date of issuance and delivery of the 2026 Bonds relating to the defeasance and refunding of the 2015 Bonds, executed by the Successor Agency and delivered to U.S. Bank Trust Company, National Association, as trustee of the 2015 Bonds. “2026 Reserve Insurance Agreement” means the Insurance Agreement dated the Closing Date with respect to the 2026 Bonds between the 2026 Reserve Insurer and the Successor Agency. “2026 Reserve Insurer” means ______________________, or any successor thereto or assignee thereof, as issuer of the 2026 Reserve Policy. “2026 Reserve Policy” means municipal bond debt service reserve insurance policy issued by the 2026 Reserve Insurer in the principal amount of $___________. “2026 Bonds” means the Successor Agency to the Former Milpitas Redevelopment Agency 2026 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1). Section 1.03. Rules of Construction. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.
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ARTICLE II AUTHORIZATION AND TERMS Section 2.01. Authorization of 2026 Bonds. The 2026 Bonds in the aggregate principal amount of $____________ are hereby authorized to be issued by the Successor Agency under and subject to the terms of this Indenture, the Law, the Dissolution Act and the Refunding Law. This Indenture constitutes a continuing agreement with the Owners of all of the Bonds, including the 2026 Bonds, issued or to be issued hereunder and then Outstanding to secure the full and final payment of principal and the interest on all Bonds, including the 2026 Bonds, which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. The 2026 Bonds shall be as one series designated the “Successor Agency to the Former Milpitas Redevelopment Agency 2026 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1)”. Section 2.02. Terms of 2026 Bonds. The 2026 Bonds shall be dated as of the Closing Date, and shall be issued in fully registered form without coupons in the denomination of $5,000 or any integral multiple thereof. The 2026 Bonds shall mature and shall bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at the rate per annum as follows: Maturity Date (September 1) Principal Amount Interest Rate Per Annum 2027 2028 2029 2030 2031 2032 Interest on the 2026 Bonds (including the final interest payment upon maturity) shall be payable on each Interest Payment Date to the person whose name appears on the Registration Books as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check of the Trustee mailed by first class mail, postage prepaid, on the Interest Payment Date, to such Owner at the address of such Owner as it appears on the Registration Books as of such Record Date; provided however, that payment of interest may be by wire transfer to an account in the United States of America to any registered owner of 2026 Bonds in the aggregate principal amount of $1,000,000 or more who shall furnish written wire instructions to the Trustee prior to the applicable Record Date. Principal on any 2026 Bond shall be paid upon presentation and surrender thereof, at maturity, at the Principal Corporate Trust Office of the Trustee. Both the principal of and interest and premium (if any) on the 2026 Bonds shall be payable in lawful money of the United States of America. Each 2026 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or (b) a 2026 Bond is authenticated on or before the first Record Date, in which event it shall bear interest from the Closing Date; provided, however, that if, as of the date of authentication of any 2026 Bond, interest thereon is in default, such 2026 Bond shall
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bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Section 2.03. Redemption. The 2026 Bonds are not subject to redemption prior to maturity. Section 2.04. Form of 2026 Bonds. The 2026 Bonds, the form of Trustee’s Certificate of Authentication, and the form of Assignment to appear thereon, shall be substantially in the form set forth in Exhibit A, which is attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture. Section 2.05. Execution of 2026 Bonds. The 2026 Bonds shall be executed on behalf of the Successor Agency by the signature of the Executive Director, Assistant Executive Director or Treasurer/Chief Financial Officer of the Successor Agency who are in office on the date of execution and delivery of this Indenture or at any time thereafter. Either or both of such signatures may be made manually or may be affixed by facsimile thereof. The 2026 Bonds shall be attested by the manual or facsimile of the Successor Agency Secretary. If any officer whose signature appears on any 2026 Bond ceases to be such officer before delivery of the 2026 Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the 2026 Bonds to the purchaser. Any 2026 Bond may be signed and attested on behalf of the Successor Agency by such persons as at the actual date of the execution of such 2026 Bond shall be the proper officers of the Successor Agency although on the date of such 2026 Bond any such person shall not have been such officer of the Successor Agency. Only such of the 2026 Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore set forth, manually executed and dated by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such Certificate shall be conclusive evidence that such 2026 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. In the event temporary 2026 Bonds are issued pursuant to Section 2.09 hereof, the temporary 2026 Bonds may bear thereon a Certificate of Authentication executed and dated by the Trustee, shall be initially registered by the Trustee, and, until so exchanged as provided under Section 2.09 hereof, the temporary 2026 Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive 2026 Bonds authenticated and delivered hereunder. Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Bond to the Trustee at its Principal Corporate Trust Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. Whenever any Bond or Bonds shall be surrendered for registration of transfer, the Successor Agency shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds, of like series, interest rate, maturity and principal amount of authorized denomination. The Trustee shall collect from the Owner any tax or other governmental charge on the transfer of any Bonds pursuant to this Section 2.06. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer shall be paid by the Successor Agency.
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Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations of the same series, interest rate and maturity. The Trustee shall collect any tax or other governmental charge on the exchange of any Bonds pursuant to this Section 2.07. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange shall be paid by the Successor Agency. Section 2.08. Registration of Bonds. The Trustee will keep or cause to be kept, at its Principal Corporate Trust Office, sufficient records for the registration and registration of transfer of the Bonds, which shall at all times during normal business hours be open to inspection by the Successor Agency, upon reasonable prior notice to the Trustee; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on the Registration Books Bonds as hereinbefore provided. Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Successor Agency, and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Successor Agency upon the same conditions and in substantially the same manner as the definitive Bonds. If the Successor Agency issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange therefor at the Trust Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations, interest rates and like maturities. Until so exchanged, the temporary Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and delivered hereunder. Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Successor Agency, at the expense of the Owner of such Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Successor Agency and the Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the Successor Agency, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond has matured, instead of issuing a substitute Bond, the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee and the Successor Agency). The Successor Agency may require payment by the Owner of a sum not exceeding the actual cost of preparing each new Bond issued under this Section 2.10 and of the expenses which may be incurred by the Successor Agency and the Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Successor Agency whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds issued pursuant to this Indenture.
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Section 2.11. Book-Entry System. (a) Original Delivery. The Bonds shall be initially delivered in the form of a separate single fully registered Bond without coupons (which may be typewritten) for each maturity of the Bonds. Upon initial delivery, the ownership of each such Bond shall be registered on the Registration Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee on the Registration Books. With respect to Bonds the ownership of which shall be registered in the name of the Nominee, neither the Successor Agency nor the Trustee shall have any responsibility or obligation to any Depository System Participant or to any person on behalf of which the Depository System Participant holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, neither the Successor Agency nor the Trustee shall have any responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any notice with respect to the Bonds, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the Successor Agency elects to redeem the Bonds in part, (iv) the payment to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest on the Bonds or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The Successor Agency and the Trustee may treat and consider the person in whose name each Bond is registered as the absolute owner of such Bond for the purpose of payment of principal, premium and interest on such Bond, for the purpose of giving notices of matters with respect to such Bond, for the purpose of registering transfers of ownership of such Bond, and for all other purposes whatsoever. The Trustee shall pay the principal of and interest and premium, if any, on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium, if any, on the Bonds to the extent of the sum or sums so paid. No person other than a Bond Owner shall receive a Bond evidencing the obligation of the Successor Agency to make payments of principal, interest and premium, if any, pursuant to this Indenture. Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the Successor Agency shall promptly deliver a copy of the same to the Trustee. (b) Representation Letter. In order to qualify the Bonds for the Depository’s book-entry system, the Successor Agency and the Trustee shall execute and deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the Successor Agency or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Bond Owners. The Trustee agrees to comply with all provisions in such letter with respect to the giving of notices thereunder by the Trustee. In addition to the execution and delivery of such letter, upon written request of the Depository or the Trustee, the Successor Agency may take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository’s book-entry program.
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(c) Transfers Outside Book-Entry System. In the event that either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the Successor Agency determines to terminate the Depository as such, then the Successor Agency shall thereupon discontinue the book-entry system with such Depository. In such event, the Depository shall cooperate with the Successor Agency and the Trustee in the issuance of replacement Bonds by providing the Trustee with a list showing the interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Bonds are to be issued. The Depository, by accepting delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the Successor Agency fails to identify another Securities Depository to replace the Depository, then the Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Article II. Prior to its termination, the Depository shall furnish the Trustee with the names and addresses of the Depository System Participants and respective ownership interests thereof. (d) Payments to the Nominee. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal of and interest and premium (if any) on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository.
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ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS OF 2026 Bonds Section 3.01. Issuance of 2026 Bonds. Upon the execution and delivery of this Indenture, the Successor Agency shall execute and deliver 2026 Bonds to the Trustee in the aggregate principal amount of $____________ and the Trustee shall authenticate and deliver the 2026 Bonds upon the Written Request of the Successor Agency. Section 3.02. Application of Proceeds of Sale and Certain Other Amounts. On the Closing Date the proceeds of sale of the 2026 Bonds shall be paid to the Trustee in the amount of $__________ (being the aggregate principal amount of the 2026 Bonds, plus an original issue premium in the amount of $__________, less the premium for the 2026 Reserve Policy in the amount of $__________ paid directly to the 2026 Reserve Insurer, and less an underwriter’s discount in the amount of $__________) and shall be applied as follows: (a) The Trustee shall deposit the amount of $__________ in the Costs of Issuance Account. (b) The Trustee shall deposit the amount of $__________, in the 2015 Bonds Refunding Fund. In addition, the Trustee shall credit the 2026 Reserve Policy to the Reserve Account. Section 3.03. Bond Proceeds Fund; Costs of Issuance Account. There is hereby established a separate fund to be known as the “Bond Proceeds Fund”, which shall be held by the Trustee in trust, and within such Fund there shall be established a separate Costs of Issuance Account. The moneys in the Costs of Issuance Account shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Successor Agency stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. On the date which is six (6) months following the Closing Date, or upon the earlier Written Request of the Successor Agency, all amounts (if any) remaining in the Costs of Issuance Account shall be withdrawn therefrom by the Trustee and transferred to the Interest Account of the Debt Service Fund, and the Trustee shall close the Costs of Issuance Account. Section 3.04. Refunding Fund. There is hereby created the 2015 Bonds Refunding Fund held by the Trustee in trust for the benefit of the Successor Agency. The moneys in the 2015 Bonds Refunding Fund shall be maintained separate and apart from other moneys of the Successor Agency. The Trustee shall transfer all moneys on deposit in the 2015 Bonds Refunding Fund to U.S. Bank Trust Company, National Association, as trustee of the 2015 Bonds, for deposit and application under and pursuant to the 2015 Bonds Refunding Instructions. Upon making such transfer, the 2015 Bonds Refunding Fund shall be closed.
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ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS Section 4.01. Security of Bonds; Equal Security. Except as provided in Section 6.06, the Bonds shall be equally secured by a pledge of, security interest in and lien on all of the Tax Revenues, including all of the Tax Revenues in the Redevelopment Obligation Retirement Fund and a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Debt Service Fund, the Interest Account, and the Principal Account, without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. The Bonds shall be additionally secured by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Reserve Account established by Section 4.03(d). The Bonds shall be also equally secured by the pledge and lien created with respect to the Bonds by Section 34177.5(g) of the Law on moneys deposited from time to time in the Redevelopment Property Tax Trust Fund. Except for the Tax Revenues and such moneys, no funds or properties of the Successor Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest on the Bonds. In consideration of the acceptance of the Bonds by those who shall hold the same from time to time, this Indenture shall be deemed to be and shall constitute a contract between the Successor Agency and the Owners from time to time of the Bonds, and the covenants and agreements herein set forth to be performed on behalf of the Successor Agency shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. Section 4.02. Redevelopment Obligation Retirement Fund; Deposit of Tax Revenues. The Successor Agency has heretofore established the Redevelopment Obligation Retirement Fund pursuant to Section 34170.5(a) of the Law which the Successor Agency shall continue to hold and maintain so long as any of the Bonds are Outstanding. The Successor Agency shall deposit all of the Tax Revenues received with respect to any Semiannual Period in accordance with Section 5.08 hereof into the Redevelopment Obligation Retirement Fund promptly upon receipt thereof by the Successor Agency. All Tax Revenues received by the Successor Agency in excess of the amount required to make the deposits required herein in order to pay debt service on the Bonds and to make any other payments due hereunder, and except as may be provided to the contrary in this Indenture or in any Supplemental Indenture, shall be released from the pledge and lien hereunder and shall be applied in accordance with the Law, including but not limited to the payment of debt service on any Subordinate Debt. Prior to the payment in full of the principal of and interest on the Bonds and the payment in full of all other amounts payable hereunder and under any Supplemental Indentures, the Successor Agency shall not have any beneficial right or interest in the moneys on deposit in the Redevelopment Obligation Retirement Fund, except as may be provided in this Indenture and in any Supplemental Indenture. Section 4.03. Deposit of Amounts by Trustee. There is hereby established a trust fund to be known as the Debt Service Fund, which shall be held by the Trustee hereunder in trust. Moneys in the Redevelopment Obligation Retirement Fund shall be transferred by the Successor Agency to the Trustee in the following amounts, at the following times, and deposited
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by the Trustee in the following respective special accounts, which are hereby established in the Debt Service Fund, and in the following order of priority: (a) Interest Account. On or before the fourth (4th) Business Day preceding each Interest Payment Date, the Successor Agency shall withdraw from the Redevelopment Obligation Retirement Fund and transfer to the Trustee, for deposit in the Interest Account an amount which, when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date. No such deposit need be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the Outstanding Bonds. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable. (b) Principal Account. On or before the fourth (4th) Business Day preceding each September 1 on which the principal of the Bonds becomes due and payable, and at maturity, the Successor Agency shall withdraw from the Redevelopment Obligation Retirement Fund and transfer to the Trustee for deposit in the Principal Account an amount which, when added to the amount then on deposit in the Principal Account, will be equal to the amount of principal coming due and payable on such date on the Bonds. No such deposit need be made to the Principal Account if the amount contained therein is at least equal to the principal to become due on the next September 1 on all of the Outstanding Bonds. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds as it shall become due and payable. (c) [Reserved] (d) Reserve Account. There is hereby established in the Debt Service Fund a separate account known as the “Reserve Account” solely as security for payments payable by the Successor Agency pursuant to this Section 4.03, which shall be held by the Trustee in trust for the benefit of the Owners of the Bonds. The Reserve Requirement for the 2026 Bonds will be satisfied by the delivery of the 2026 Reserve Policy by the 2026 Reserve Insurer on the Closing Date with respect to the 2026 Bonds. The Successor Agency will have no obligation to replace the 2026 Reserve Policy or to fund the Reserve Account with cash if, at any time that the 2026 Bonds are Outstanding, amounts are not available under the 2026 Reserve Policy other than in connection with a draw on the 2026 Reserve Policy. Except as provided in the preceding paragraph and as may be provided in a Supplemental Indenture, in the event that the amount on deposit in the Reserve Account at any time becomes less than the Reserve Requirement, the Trustee shall promptly notify the Successor Agency of such fact. Upon receipt of any such notice and as promptly as is permitted by the Law, the Successor Agency shall transfer to the Trustee an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account. Except as provided above, the amount on deposit in the Reserve Account shall be maintained at the Reserve Requirement at all times prior to the payment of the Bonds in full. If there shall then not be sufficient Tax Revenues to transfer an amount sufficient
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to maintain the Reserve Requirement on deposit in the Reserve Account, the Successor Agency shall be obligated to continue making transfers as Tax Revenues become available until there is an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account. No such transfer and deposit need be made to the Reserve Account so long as there shall be on deposit therein a sum at least equal to the Reserve Requirement. All money in the Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of making transfers hereunder to the Interest Account and the Principal Account, in the event of any deficiency at any time in any of such accounts or for the retirement of all the Bonds then Outstanding, except that so long as the Successor Agency is not in default hereunder, any amount in the Reserve Account in excess of the Reserve Requirement shall be withdrawn from the Reserve Account semiannually on or before two (2) Business Days preceding each March 1 and September 1 by the Trustee and deposited in the Interest Account. All amounts in the Reserve Account on the Business Day preceding the final Interest Payment Date shall be withdrawn from the Reserve Account and shall be transferred to the Interest Account and the Principal Account, in such order, to the extent required to make the deposits then required to be made pursuant to this Section 4.03. The Successor Agency shall have the right at any time to direct the Trustee to release funds from the Reserve Account, in whole or in part, by tendering to the Trustee: (i) a Qualified Reserve Account Credit Instrument, and (ii) an opinion of Bond Counsel stating that neither the release of such funds nor the acceptance of such Qualified Reserve Account Credit Instrument will cause interest on the Bonds to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Trustee, and upon delivery by the Successor Agency to the Trustee of written calculation of the amount permitted to be released from the Reserve Account (upon which calculation the Trustee may conclusively rely), the Trustee shall transfer such funds from the Reserve Account to the Successor Agency to be applied in accordance with the Law. The Trustee shall comply with all documentation relating to a Qualified Reserve Account Credit Instrument as shall be required to maintain such Qualified Reserve Account Credit Instrument in full force and effect and as shall be required to receive payments thereunder in the event and to the extent required to make any payment when and as required under this paragraph (d). Upon the expiration of any Qualified Reserve Account Credit Instrument, the Successor Agency shall either (i) replace such Qualified Reserve Account Credit Instrument with a new Qualified Reserve Account Credit Instrument, or (ii) deposit or cause to be deposited with the Trustee an amount of funds equal to the Reserve Requirement, to be derived from the first legally available Tax Revenues. If the Reserve Requirement is being maintained partially in cash and partially with a Qualified Reserve Account Credit Instrument, the cash shall be first used to meet any deficiency which may exist from time to time in the Interest Account or the Principal Account for the purpose of making payments required pursuant to Sections 4.03(a) or 4.03(b) of this Indenture. If the Reserve Requirement is being maintained with two or more Qualified Reserve Account Credit Instruments, any draw to meet a deficiency which may exist from time to time in the Interest Account or the Principal Account for the purpose of making payments required pursuant to Sections 4.03(a), 4.03(b) or 4.03(c) of this Indenture shall be pro-rata with respect to each such instrument. If the Reserve Requirement with respect to a particular series of Bonds is secured by a Qualified Reserve Account Credit Instrument that relates only to such series of Bonds, the calculation of Reserve Requirement for such series of Bonds shall be calculated on a stand alone basis.
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ARTICLE V OTHER COVENANTS OF THE SUCCESSOR AGENCY Section 5.01. Punctual Payment. The Successor Agency shall punctually pay or cause to be paid the principal and interest to become due in respect of all the Bonds together with the premium thereon, if any, in strict conformity with the terms of the Bonds and of this Indenture. The Successor Agency shall faithfully observe and perform all of the conditions, covenants and requirements of this Indenture and all Supplemental Indentures and the Bonds. Nothing herein contained shall prevent the Successor Agency from making advances of its own moneys howsoever derived to any of the uses or purposes referred to herein. Section 5.02. Limitation on Additional Indebtedness; Against Encumbrances. The Successor Agency hereby covenants that, so long as the Bonds are Outstanding, the Successor Agency shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any indebtedness, which is in any case payable from all or any part of the Tax Revenues. Section 5.03. Extension of Payment. The Successor Agency will not, directly or indirectly, extend or consent to the extension of the time for the payment of any Bond or claim for interest on any of the Bonds and will not, directly or indirectly, be a party to or approve any such arrangement by purchasing or funding the Bonds or claims for interest in any other manner. In case the maturity of any such Bond or claim for interest shall be extended or funded, whether or not with the consent of the Successor Agency, such Bond or claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded. Section 5.04. Payment of Claims. The Successor Agency shall promptly pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Successor Agency or upon the Tax Revenues or other amounts pledged to the payment of the Bonds, or any part thereof, or upon any funds in the hands of the Trustee, or which might impair the security of the Bonds. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said claims. Section 5.05. Books and Accounts; Financial Statements. The Successor Agency shall at all times keep, or cause to be kept, proper and current books and accounts in which accurate entries are made of the financial transactions and records of the Successor Agency. Within one hundred eighty (180) days after the close of each Fiscal Year an Independent Certified Public Accountant shall prepare an audit of the financial transactions and records of the Successor Agency for such Fiscal Year. To the extent permitted by law, such audit may be included within the annual audited financial statements of the City. The Successor Agency shall furnish a copy of such financial statements to any Owner upon reasonable request of such Owner and at the expense of such Owner. The Trustee shall have no duty to review such audits. Section 5.06. Protection of Security and Rights of Owners. The Successor Agency will preserve and protect the security of the Bonds and the rights of the Owners. From and after the
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Closing Date with respect to the 2026 Bonds, the 2026 Bonds shall be incontestable by the Successor Agency. Section 5.07. Payments of Taxes and Other Charges. Except as otherwise provided herein, the Successor Agency will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Successor Agency or the properties then owned by the Successor Agency in the Project Area, or upon the revenues therefrom when the same shall become due. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said taxes, assessments or charges. The Successor Agency will duly observe and conform with all valid requirements of any governmental authority relative to the Project Area or any part thereof. Section 5.08. Compliance with the Law; Recognized Obligation Payment Schedules. The Successor Agency shall comply with all of the requirements of the Law. Pursuant to Section 34177 of the Law, the Successor Agency shall submit to the Oversight Board and the State Department of Finance, an annual Recognized Obligation Payment Schedule. The Successor Agency shall take all actions required under the Law to include in the Recognized Obligation Payment Schedule for each Semiannual Period, which may include reserve amounts for a subsequent Semiannual Period, (i) debt service on the Bonds and (ii) all amounts due and owing to the 2026 Reserve Insurer hereunder or under the 2026 Reserve Insurance Agreement, so as to enable the Santa Clara County Auditor-Controller to distribute from the Redevelopment Property Tax Trust Fund for deposit in the Redevelopment Obligation Retirement Fund on each January 2 and June 1, as applicable, amounts required to enable the Successor Agency to pay timely principal of, and interest on, the Bonds on a timely basis, as such amounts of debt service are set forth in the Recognized Obligation Payment Schedule attached hereto as Exhibit B and hereby made a part hereof, or as such Schedule may be hereafter amended, as well as all amounts due and owing to the 2026 Reserve Insurer hereunder or under the 2026 Reserve Insurance Agreement. In the event the provisions set forth in the Dissolution Act as of the Closing Date of the 2026 Bonds that relate to the filing of Recognized Obligation Payment Schedules are amended or modified in any manner, the Successor Agency agrees to take all such actions as are necessary to comply with such amended or modified provisions so as to ensure the timely payment of debt service on the Bonds and, if the timing of distributions of the Redevelopment Property Tax Trust Fund is changed, the receipt of (i) not less than one of half of debt service due during each Bond Year on all Outstanding Bonds prior to March 1 of such Bond Year, and (ii) the remainder of debt service due during such Bond Year on all Outstanding Bonds prior to the next succeeding September 1. Section 5.09. [Reserved]. Section 5.10. Dissolution Act Invalid; Maintenance of Tax Revenues. In the event that the applicable property tax revenues provisions of the Dissolution Act are determined by a court in a final judicial decision to be invalid and, in place of the invalid provisions, provisions of the Law or the equivalent become applicable to the Bonds, the Successor Agency shall comply with all requirements of the Law or the equivalent to ensure the allocation and payment to it of the Tax Revenues, including without limitation the timely filing of any necessary statements of indebtedness with appropriate officials of the County and, in the case of amounts payable by the State, appropriate officials of the State.
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Section 5.11. No Arbitrage. The Successor Agency shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the 2026 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2026 Bonds would have caused the 2026 Bonds to be “arbitrage bonds” within the meaning of section 148 of the Code. Section 5.12. Private Activity Bond Limitation. The Successor Agency shall assure that the proceeds of the 2026 Bonds are not so used as to cause the 2026 Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. Section 5.13. Federal Guarantee Prohibition. The Successor Agency shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the 2026 Bonds to be “federally guaranteed” within the meaning of section 149(b) of the Code. Section 5.14. Rebate Requirement. The Successor Agency shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the 2026 Bonds. Section 5.15. Maintenance of Tax-Exemption. The Successor Agency shall take all actions necessary to assure the exclusion of interest on the 2026 Bonds from the gross income of the Owners of the 2026 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the 2026 Bonds. Section 5.16. Continuing Disclosure. The Successor Agency hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the Successor Agency to comply with the Continuing Disclosure Certificate shall not be an Event of Default hereunder. However, any Participating Underwriter or any holder or beneficial owner of the 2026 Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Successor Agency to comply with its obligations under this Section 5.16. Section 5.17. Provisions Relating to the 2026 Reserve Policy. [to come]
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ARTICLE VI THE TRUSTEE Section 6.01. Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants, duties or obligations shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) The Successor Agency may remove the Trustee at any time, unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Successor Agency has knowledge that the Trustee shall cease to be eligible in accordance with subsection (e) of this Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. In each case such removal shall be accomplished by the giving of written notice of such removal by the Successor Agency to the Trustee, whereupon the Successor Agency shall appoint a successor Trustee by an instrument in writing. (c) The Trustee may at any time resign by giving written notice of such resignation to the Successor Agency and by giving the Owners notice of such resignation by first class mail, postage prepaid, at their respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the Successor Agency shall promptly appoint a successor Trustee by an instrument in writing. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of such Owner and all other Owners) may petition any court of competent jurisdiction at the expense of the Successor Agency for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing, acknowledging and delivering to the Successor Agency and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Successor Agency or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title
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and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Successor Agency shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Successor Agency shall mail a notice of the succession of such Trustee to the trusts hereunder to the Owners at their respective addresses shown on the Registration Books. If the Successor Agency fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Successor Agency. (e) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a financial institution having a corporate trust office in the State, having (or in the case of a corporation or trust company included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. If such financial institution publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such financial institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section. The Successor Agency will maintain a Trustee which is qualified under the provisions of the foregoing provisions of this subsection (e), so long as any Bonds are Outstanding. Section 6.02. Merger or Consolidation. Any bank or trust company into which the Trustee may be merged or converted or with which may be consolidated or any bank or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank or trust company shall be eligible under subsection (e) of Section 6.01, shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. Section 6.03. Liability of Trustee. (a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Successor Agency, and the Trustee shall not assume responsibility for the correctness of the same, nor make any representations as to the validity or sufficiency of this Indenture or of the security for the Bonds or the tax status of interest thereon nor shall incur any responsibility in respect thereof, other than as expressly stated herein. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or intentional misconduct. The Trustee shall not be liable for the acts of any agents of the Trustee selected by it with due care. The Trustee and its officers and employees may become the Owner of any Bonds with the same rights it would have if they were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any
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committee formed to protect the rights of the Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding. (b) The Trustee shall not be liable for any error of judgment made by a responsible employee or officer, unless the Trustee shall have been negligent in ascertaining the pertinent facts. (c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. (d) The Trustee shall not be liable for any action taken by it and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, except for actions arising from the negligence or intentional misconduct of the Trustee. The permissive right of the Trustee to do things enumerated hereunder shall not be construed as a mandatory duty. (e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until a responsible officer shall have actual knowledge thereof, or shall have received written notice thereof from the Successor Agency at its Principal Corporate Trust Office. In the absence of such actual knowledge or notice, the Trustee may conclusively assume that no Event of Default has occurred and is continuing under this Indenture. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance by any other party of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of an Event of Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee may rely conclusively on the Successor Agency’s certificates to establish the Successor Agency’s compliance with its financial covenants hereunder, including, without limitation, its covenants regarding the deposit of Tax Revenues into the Redevelopment Obligation Retirement Fund and the investment and application of moneys on deposit in the Redevelopment Obligation Retirement Fund (other than its covenants to transfer such moneys to the Trustee when due hereunder). The Trustee shall have no liability or obligation to the Bondowners with respect to the payment of debt service on the Bonds by the Successor Agency or with respect to the observance or performance by the Successor Agency of the other conditions, covenants and terms contained in this Indenture, or with respect to the investment of any moneys in any fund or account established, held or maintained by the Successor Agency pursuant to this Indenture or otherwise. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee shall be entitled to interest on all amounts advanced by it at the maximum rate permitted by law. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or receivers and the Trustee shall
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not be responsible for any intentional misconduct or negligence on the part of any agent, attorney or receiver appointed with due care by it hereunder. The Trustee shall have no responsibility, opinion, or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. Before taking any action under Article VIII or this Article at the request of the Owners the Trustee may require that a satisfactory indemnity bond be furnished by the Owners for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any action so taken. The Trustee will not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to any project refinanced with the proceeds of the Bonds, malicious mischief, condemnation, and unusually severe weather and/or occurrences beyond the control of the Trustee. Section 6.04. Right to Rely on Documents and Opinions. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion or other paper or document believed by it to be genuine and to have been signed or prescribed by the proper party or parties, and shall not be required to make any investigation into the facts or matters contained thereon. The Trustee may consult with counsel, including, without limitation, counsel of or to the Successor Agency, with regard to legal questions, and, in the absence of negligence or intentional misconduct by the Trustee, the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in accordance therewith. The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto is established to the satisfaction of the Trustee. Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the Successor Agency, which shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture in reliance upon such Written Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. The Trustee may conclusively rely on any certificate or report of any Independent Accountant or Independent Redevelopment Consultant appointed by the Successor Agency.
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Section 6.05. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject at all reasonable times upon reasonable notice to the inspection of the Successor Agency and any Owner, and their agents and representatives duly authorized in writing, during regular business hours and under reasonable conditions. Section 6.06. Compensation and Indemnification. The Successor Agency shall pay to the Trustee from time to time reasonable compensation for all services rendered under this Indenture in accordance with the letter proposal from the Trustee approved by the Successor Agency and also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys (including the allocated costs and disbursement of in-house counsel to the extent such services are not redundant with those provided by outside counsel), agents and employees, incurred in and about the performance of its powers and duties under this Indenture. The Trustee shall have a first lien on the Tax Revenues and all funds and accounts held by the Trustee hereunder to secure the payment to the Trustee of all fees, costs and expenses, including reasonable compensation to its experts, attorneys and counsel (including the allocated costs and disbursement of in-house counsel to the extent such services are not redundant with those provided by outside counsel). The Successor Agency further covenants and agrees to indemnify, defend and save the Trustee and its officers, directors, agents and employees, harmless from and against any loss, expense and liabilities which it may incur arising out of or in connection with the exercise and performance of its powers and duties hereunder, including the costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or intentional misconduct of the Trustee, its officers, directors, agents or employees. The obligations of the Successor Agency and the rights of the Trustee under this Section 6.06 shall survive resignation or removal of the Trustee under this Indenture and payment of the Bonds and discharge of this Indenture. Section 6.07. Deposit and Investment of Moneys in Funds. Moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Reserve Account and the Costs of Issuance Account shall be invested by the Trustee in Permitted Investments as directed by the Successor Agency in the Written Request of the Successor Agency filed with the Trustee at least two (2) Business Days in advance of the making of such investments. In the absence of any such Written Request of the Successor Agency, the Trustee shall invest any such moneys in Permitted Investments described in clause (d) of the definition thereof, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. The Trustee shall be entitled to rely conclusively upon the written instructions of the Successor Agency directing investments in Permitted Investments as to the fact that each such investment is permitted by the laws of the State, and shall not be required to make further investigation with respect thereto. Moneys in the Redevelopment Obligation Retirement Fund may be invested by the Successor Agency in any obligations in which the Successor Agency is legally authorized to invest its funds. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts held by the Trustee hereunder shall be deposited in the Interest Account. The Trustee may act as principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee shall incur no liability for losses arising from any investments made at the direction of the Successor Agency or otherwise made pursuant to this Section.
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The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Successor Agency periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. All moneys held by the Trustee shall be held in trust, but need not be segregated from other funds unless specifically required by this Indenture. Except as specifically provided in this Indenture, the Trustee shall not be liable to pay interest on any moneys received by it, but shall be liable only to account to the Successor Agency for earnings derived from funds that have been invested. The Successor Agency covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Indenture or the Code) at Fair Market Value. The Trustee has no duty in connection with the determination of Fair Market Value other than to follow the investment directions of the Successor Agency in any Written Certificate or Written Request of the Successor Agency. For purposes of this Section 6.07, the term “Fair Market Value” shall mean the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, or (iii) the investment is a United States Treasury Security -- State and Local Government Series which is acquired in accordance with applicable regulations of the United States Bureau of Public Debt. Section 6.08. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with industry standards, in which accurate entries shall be made of all transactions of the Trustee relating to the proceeds of the Bonds made by it and all funds and accounts held by the Trustee established pursuant to this Indenture. Such books of record and account shall be available for inspection by the Successor Agency upon reasonable prior notice, at reasonable hours and under reasonable circumstances. The Trustee shall furnish to the Successor Agency, at least monthly, an accounting of all transactions in the form of its customary statements relating to the proceeds of the Bonds and all funds and accounts held by the Trustee pursuant to this Indenture. Section 6.09. Appointment of Co-Trustee or Agent. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or
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in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate co-trustee. The following provisions of this Section 6.09 are adopted to these ends. In the event that the Trustee shall appoint an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them; provided, however, in no event shall the Trustee be responsible or liable for the acts or omissions of any co-trustee. Should any instrument in writing from the Successor Agency be required by the separate trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Successor Agency. In case any separate trustee or co-trustee, or a successor to either, shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee. Section 6.10. Other Transactions with Successor Agency. The Trustee, either as principal or agent, may engaged in or be interested in any financial or other transaction with the Successor Agency.
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ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE Section 7.01. Amendment With And Without Consent of Owners. This Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption and without the consent of any Owners, to the extent permitted by law and only for any one or more of the following purposes- (a) to add to the covenants and agreements of the Successor Agency in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Successor Agency; or (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Successor Agency may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not, in the reasonable determination of the Successor Agency, materially adversely affect the interests of the Owners; or (c) to amend any provision hereof relating to the requirements of or compliance with the Code, to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exemption from federal income taxation of interest on any of the Bonds, in the opinion of Bond Counsel; or (d) to amend the Recognized Obligation Debt Service Payment Schedule set forth in Exhibit B. Except as set forth in the preceding paragraph, this Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding with the consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal and interest at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner of such Bond, or (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification. In no event shall any Supplemental Indenture modify any of the rights or obligations of the Trustee without its prior written consent. In addition, the Trustee shall be entitled to an opinion of counsel concerning the Supplemental Indenture’s lack of any material adverse effect on the Owners. Section 7.02. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification
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and amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Section 7.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any amendment or modification hereof pursuant to this Article VII, the Successor Agency may determine that any or all of the Bonds shall bear a notation, by endorsement in form approved by the Successor Agency, as to such amendment or modification and in that case upon demand of the Successor Agency the Owners of such Bonds shall present such Bonds for that purpose at the Principal Corporate Trust Office of the Trustee, and thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such notation, the Successor Agency may determine that new Bonds shall be prepared at the expense of the Successor Agency and executed in exchange for any or all of the Bonds, and in that case, upon demand of the Successor Agency, the Owners of the Bonds shall present such Bonds for exchange at the Trust Office of the Trustee, without cost to such Owners. Section 7.04. Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Owner from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond. Section 7.05. Trustee’s Reliance. The Trustee may conclusively rely, and is protected in relying, upon a Written Certificate of the Successor Agency and an opinion of Bond Counsel stating that all requirements of this Indenture relating to the amendment or modification hereof have been satisfied and that such amendments or modifications do not materially adversely affect the interests of the Bond Owners.
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ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 8.01. Events of Default and Acceleration of Maturities. The following events shall constitute Events of Default hereunder: (a) if default shall be made by the Successor Agency in the due and punctual payment of the principal of or interest on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) if default shall be made by the Successor Agency in the observance of any of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, other than a default described in the preceding clause (a), and such default shall have continued for a period of sixty (60) days following receipt by the Successor Agency of written notice from the Trustee or any Owner of the occurrence of such default, provided that if in the reasonable opinion of the Successor Agency the failure stated in the notice can be corrected, but not within such 60 day period, such failure will not constitute an event of default if corrective action is instituted by the Successor Agency within such 60 day period and the Successor Agency thereafter diligently and in good faith cures such failure in a reasonable period of time; or (c) If the Successor Agency files a petition seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction will approve a petition seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will approve a petition, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will assume custody or control of the Successor Agency or of the whole or any substantial part of its property. If an Event of Default has occurred under this Section and is continuing, the Trustee may, or, if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding the Trustee shall, (a) declare the principal of the Bonds, together with the accrued interest thereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything in this Indenture or in the Bonds to the contrary notwithstanding, and (b) the Trustee shall, subject to the provisions of Section 8.06, exercise any other remedies available to the Trustee and the Bond Owners in law or at equity. Immediately upon receiving notice or actual knowledge of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to the Successor Agency by telephone promptly confirmed in writing. Such notice shall also state whether the principal of the Bonds shall have been declared to be or have immediately become due and payable. With respect to any Event of Default described in clauses (a) or (c) above the Trustee shall, and with respect to any Event of Default described in clause (b) above the Trustee in its sole discretion may, also give such notice to the Owners by mail, which shall include the statement that interest on the Bonds shall cease to accrue from and after the date, if any, on which the Trustee shall have declared the Bonds to become due and payable pursuant to the preceding paragraph (but
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only to the extent that principal and any accrued, but unpaid, interest on the Bonds is actually paid on such date). This provision, however, is subject to the condition that if, at any time after the principal of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Successor Agency shall deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal and interest (to the extent permitted by law), and the reasonable fees and expenses of the Trustee, (including the allocated costs and disbursements of its in-house counsel to the extent such services are not redundant with those provided by outside counsel) and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Trustee shall promptly give written notice of the foregoing to the Owners of all Bonds then Outstanding, and the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Successor Agency and to the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. Section 8.02. Application of Funds Upon Acceleration. All of the Tax Revenues and all sums in the funds and accounts established and held by the Trustee hereunder upon the date of the declaration of acceleration as provided in Section 8.01, and all sums thereafter received by the Trustee hereunder, shall be applied by the Trustee in the following order upon presentation of the several Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid: First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in exercising the rights and remedies set forth in this Article VIII, including reasonable compensation to its agents, attorneys (including the allocated costs and disbursements of its in-house counsel to the extent such services are not redundant with those provided by outside counsel) and counsel and any outstanding fees, expenses of the Trustee; and Second, to the payment of the whole amount then owing and unpaid upon the Bonds for principal and interest, with interest on the overdue principal and installments of interest at the net effective rate then borne by the Outstanding Bonds (to the extent that such interest on overdue installments of principal and interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest; and Third, to the payment of all amounts due and owing to the 2026 Reserve Insurer hereunder. Section 8.03. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings
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or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of the Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. Section 8.04. Limitation on Owner’s Right to Sue. No Owner of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it being understood and intended that no one or more Owners shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds. The right of any Owner of any Bond to receive payment of the principal of and interest on such Bond as herein provided, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture. Section 8.05. Non-Waiver. Nothing in this Article VIII or in any other provision of this Indenture or in the Bonds, shall affect or impair the obligation of the Successor Agency, which is absolute and unconditional, to pay from the Tax Revenues and other amounts pledged hereunder, the principal of and interest on the Bonds to the respective Owners on the respective Interest Payment Dates, as herein provided, or affect or impair the right of action, which is also absolute and unconditional, of the Owners or the Trustee to institute suit to enforce such payment by virtue of the contract embodied in the Bonds. A waiver of any default by any Owner or the Trustee shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners and the Trustee by the Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners and the Trustee.
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If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to the Owners or the Trustee, the Successor Agency, the Trustee and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 8.06. Actions by Trustee as Attorney-in-Fact. Any suit, action or proceeding which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners similarly situated and the Trustee is hereby appointed (and the successive respective Owners by taking and holding the Bonds shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact, provided, however, the Trustee shall have no duty or obligation to exercise any such right or remedy unless it has been indemnified to its satisfaction from any loss, liability or expense (including fees and expenses of its outside counsel and the allocated costs and disbursements of its in-house counsel to the extent such services are not redundant with those provided by outside counsel). Section 8.07. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Law or any other law.
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ARTICLE IX MISCELLANEOUS Section 9.01. Benefits Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Successor Agency, the Trustee, the 2026 Reserve Insurer and the Owners, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Successor Agency shall be for the sole and exclusive benefit of the Trustee, the 2026 Reserve Insurer and the Owners. Section 9.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the Successor Agency or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Successor Agency or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.03. Defeasance of Bonds. If the Successor Agency shall pay and discharge the entire indebtedness on all Bonds or any portion thereof in any one or more of the following ways: (i) by well and truly paying or causing to be paid the principal of and interest on all or the applicable portion of Outstanding Bonds, as and when the same become due and payable; or (ii) by irrevocably depositing with the Trustee or an escrow agent, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established pursuant to this Indenture, is fully sufficient to pay all or a portion of Outstanding Bonds, including all principal and interest, or; (iii) by irrevocably depositing with the Trustee or an escrow agent, in trust, Defeasance Obligations in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds or a portion thereof (including all principal and interest) at or before maturity; or (iv) by purchasing such Bonds prior to maturity and tendering such Bonds to the Trustee for cancellation; then, at the election of the Successor Agency, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Tax Revenues and other funds provided for in this Indenture and all other obligations of the Trustee and the Successor Agency under this Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable, with respect to that portion of the Bonds which has been paid and discharged, except only (a) the covenants of the Successor Agency hereunder with respect to the Code, (b) the obligation of the Trustee to transfer and exchange Bonds hereunder, (c) the obligations of the Successor Agency under Section 6.06 hereof, and (d) the obligation of the Successor Agency to pay or cause to be paid to the Owners, from the amounts so deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses and costs of the Trustee. In the event the
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Successor Agency shall, pursuant to the foregoing provision, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall be authorized to take such actions and execute and deliver to the Successor Agency all such instruments as may be necessary or desirable to evidence such discharge, including, without limitation, selection by lot of Bonds of any maturity of the Bonds that the Successor Agency has determined to pay and discharge in part. In the case of a defeasance or payment of all of the Bonds Outstanding, any funds thereafter held by the Trustee which are not required for said purpose or for payment of amounts due the Trustee pursuant to Section 6.06 shall be paid over to the Successor Agency for deposit in the Redevelopment Obligation Retirement Fund. Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, consent, declaration or other instrument which this Indenture may require or permit to be executed by any Owner may be in one or more instruments of similar tenor, and shall be executed by such Owner in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The ownership of Bonds and the amount, maturity, number and date of ownership thereof shall be proved by the Registration Books. Any demand, request, direction, consent, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Successor Agency or the Trustee and in accordance therewith, provided, however, that the Trustee shall not be deemed to have knowledge that any Bond is owned by or for the account of the Successor Agency unless the Successor Agency is the registered Owner or the Trustee has received written notice that any other registered Owner is such an affiliate. Section 9.05. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Successor Agency or the City (but excluding Bonds held in any employees’ retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Section 9.06. Waiver of Personal Liability. No member, officer, agent or employee of the Successor Agency shall be individually or personally liable for the payment of the principal of or interest on the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 9.07. Destruction of Cancelled Bonds. Whenever in this Indenture provision is made for the surrender to the Trustee of any Bonds which have been paid or cancelled pursuant to the provisions of this Indenture, the Trustee shall destroy such bonds and upon request of the
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Successor Agency provide the Successor Agency a certificate of destruction. The Successor Agency shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to. Section 9.08. Notices. Any notice, request, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or upon receipt when mailed by first class, registered or certified mail, postage prepaid, or sent by telegram, addressed as follows: If to the Successor Agency: Successor Agency to the Former Milpitas Redevelopment Agency 455 East Calaveras Blvd. Milpitas, California 95035 Attention: Executive Director With Copy to: City of Milpitas Finance Department 455 East Calaveras Blvd. Milpitas, California 95035 Attention: Finance Director If to the Trustee: U.S. Bank Trust Company, National Association One California Street, Suite 1000 San Francisco, California 94111 Attention: Global Corporate Trust Services Section 9.09. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Indenture shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The Successor Agency hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the Trustee is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Trustee hereunder shall, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof, be assumed by and vest in the Treasurer of the Successor Agency in trust for the benefit of the Owners. The Successor Agency covenants for the direct benefit of the Owners that its Treasurer in such case shall be vested with all of the rights and powers of the Trustee hereunder, and shall assume all of the responsibilities and perform all of the duties of the Trustee hereunder, in trust for the benefit of the Bonds, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof. Section 9.10. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest or premium (if any) on or principal of the Bonds which remains unclaimed for two (2) years after the date when the payments of such interest, premium and principal have become payable, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when the interest and premium (if any) on and principal of such Bonds have become payable, shall be repaid by the Trustee to the Successor Agency as its absolute property free from trust, and the Trustee shall
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thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the Successor Agency for the payment of the principal of and interest on of such Bonds. Section 9.11. Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 9.12. Governing Law. This Indenture shall be construed and governed in accordance with the laws of the State. [Signature Page Follows]
[signature page - Indenture of Trust dated as of November 1, 2026] IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE FORMER MILPITAS REDEVELOPMENT AGENCY, has caused this Indenture to be signed in its name by its Chief Financial Officer/Treasurer, and attested by its Secretary, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written. SUCCESSOR AGENCY TO THE FORMER MILPITAS REDEVELOPMENT AGENCY By: Chief Financial Officer/Treasurer ATTEST: Successor Agency Secretary APPROVED AS TO FORM: Christian M. Curtis City Attorney/General Counsel U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Authorized Officer
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EXHIBIT A (FORM OF BOND) UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SANTA CLARA SUCCESSOR AGENCY TO THE FORMER MILPITAS REDEVELOPMENT AGENCY 2026 TAX ALLOCATION REFUNDING BOND (REDEVELOPMENT PROJECT AREA NO. 1) INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: September 1, 20__ November __, 2026 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: ___________________________DOLLARS The SUCCESSOR AGENCY TO THE FORMER MILPITAS REDEVELOPMENT AGENCY, a public entity, duly created and existing under and by virtue of the laws of the State of California (the “Successor Agency”), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the “Registered Owner”), on the Maturity Date stated above, the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond, unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth (15th) day of the month immediately preceding an Interest Payment Date (the “Record Date”), in which event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on or before February 15, 2027, in which event it shall bear interest from the Dated Date above; provided however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on this Bond, until payment of such Principal Sum in full, at the Interest Rate per annum stated above, payable semiannually on March 1 and September 1 in each year, commencing March 1, 2027 (each an “Interest Payment Date”), calculated on the basis of 360-day year comprised of twelve 30-day months. Principal hereof is payable upon surrender of this Bond at the principal corporate trust office of U.S. Bank Trust Company, National Association, St. Paul, Minnesota, as trustee (the “Trustee”), or at such other place as designated by the Trustee (the “Corporate Trust Office”). Interest hereon (including the final interest payment upon maturity) is payable by check of the Trustee mailed by first class mail, postage prepaid, on the Interest Payment Date to the Registered Owner hereof at the Registered Owner’s address as it appears on the registration books maintained by the Trustee as of the Record Date for which such Interest Payment Date occurs; provided however, that payment of interest may be by wire transfer to an account in the United States of America to any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more upon written instructions of any such registered owner filed with the Trustee for that purpose prior to the Record Date preceding the applicable Interest Payment Date.
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This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as “Successor Agency to the Former Milpitas Redevelopment Agency 2026 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1)” (the “Bonds”), in an aggregate principal amount of $____________, all of like tenor and date (except for such variation, if any, as may be required to designate varying series, numbers, maturities, interest rates, and other provisions) and all issued pursuant to the provisions of Section 34177.5 of the Health and Safety Code of the State of California and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Refunding Law”) and pursuant to an Indenture of Trust, dated as of November 1, 2026, entered into by and between the Successor Agency and the Trustee (the “Indenture”), authorizing the issuance of the Bonds. Reference is hereby made to the Indenture (copies of which are on file at the office of the Successor Agency) and all indentures supplemental thereto and to the Law (as defined in the Indenture) and the Refunding Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Tax Revenues (as that term is defined in the Indenture), and the rights thereunder of the registered owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Successor Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. The Bonds have been issued by the Successor Agency for the purpose of providing funds to refund its 2015 Bonds (as defined in the Indenture) and to pay certain expenses of the Successor Agency in issuing the Bonds. There has been created under the Law the Redevelopment Obligation Retirement Fund (as defined in the Indenture) into which Tax Revenues shall be deposited and from which the Successor Agency shall transfer amounts to the Trustee for payment, when due, of the principal of and the interest on the Bonds. As and to the extent set forth in the Indenture, all such Tax Revenues are exclusively and irrevocably pledged to and constitute a trust fund, in accordance with the terms hereof and the provisions of the Indenture and the Law, for the security and payment of the Bonds. In addition, the Bonds shall be additionally secured at all times by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Redevelopment Obligation Retirement Fund, the Debt Service Fund, the Interest Account, the Principal Account, and the Reserve Account (as such terms are defined in the Indenture). Except for the Tax Revenues and such moneys, no funds or properties of the Successor Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest on the Bonds. The Bonds are not subject to redemption prior to maturity. If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture. The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity.
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This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Corporate Trust Office of the Trustee, but only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of any authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Successor Agency and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be affected by any notice to the contrary. The rights and obligations of the Successor Agency and the registered owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal and interest at the time and place and at the rate and in the currency provided herein of any Bond without the express written consent of the registered owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Successor Agency or the Trustee for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. This Bond is not a debt of the City of Milpitas, the State of California, or any of its political subdivisions, and neither said City, said State, nor any of its political subdivisions is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than those of the Successor Agency. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the Law, the Refunding Law and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescribed by the Law, the Refunding Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee’s Certificate of Authentication hereon shall have been manually signed by the Trustee. IN WITNESS WHEREOF, the Successor Agency to the Former Milpitas Redevelopment Agency has caused this Bond to be executed in its name and on its behalf with the facsimile
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signature of its Assistant Executive Director and attested its Secretary, as of the Dated Date set forth above. SUCCESSOR AGENCY TO THE FORMER MILPITAS REDEVELOPMENT AGENCY By: Chief Financial Officer/Treasurer ATTEST: Successor Agency Secretary FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-mentioned Indenture. Authentication Date: _______________ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory
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ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or Tax Regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT ______Custodian _____ TEN ENT -- as tenants by the entireties (Cust.) (Minor) JT TEN -- as joint tenants with right under Uniform Gifts to Minors Act __________ of survivorship and not as (State) tenants in common COMM PROP -- as community property ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST ABOVE (FORM OF ASSIGNMENT) For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within-registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises. Dated: __________________________ Signatures Guaranteed: Note: Signature(s) must be guaranteed by an eligible guarantor. Note: The signatures(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever.
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EXHIBIT B DEBT SERVICE PAYMENT SCHEDULE Period Ending Principal Interest Total Debt Service 3/1/27 9/1/27 3/1/28 9/1/28 3/1/29 9/1/29 3/1/30 9/1/30 3/1/31 9/1/31 3/1/32 9/1/32 Total
Stradling Draft of 8/26/26
4899-3926-0096v7/200356-0716
$__________
SUCCESSOR AGENCY TO THE
FORMER MILPITAS REDEVELOPMENT AGENCY
2026 TAX ALLOCATION REFUNDING BONDS
(REDEVELOPMENT PROJECT AREA NO. 1)
BOND PURCHASE AGREEMENT
___________, 2026
Successor Agency to the
Former Milpitas Redevelopment Agency
455 East Calaveras Boulevard
Milpitas, California 95035
Ladies and Gentlemen:
Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with the Successor Agency to the Former Milpitas 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 Agreement and its delivery to the Underwriter on or before 11:59 p.m., California time, on the date hereof, or at such other later time as the Underwriter shall agree to in writing . 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 Agreement is an arm ’s length commercial transaction between the Agency and the Underwriter; (ii) in connection with such transaction, the Underwriter is acting solely as principal and not as agent or a fiduciar y of the Agency ; (iii) the Underwriter has not assumed a fiduciary responsibility 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 and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agree s 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 Successor Agency to the Former Milpitas Redevelopment Agency 2026 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1) (the “Bonds”), at a purchase price equal to $__________ (being the aggregate principal amount thereof, less an Underwriter’s discount of $__________ and [plus/less] [net] an original issue [premium/discount] of $__________). In addition, on behalf of the Agency, from the purchase price of the Bonds, the Underwriter shall wire the amount of $__________ to the 2026 Reserve Insurer (defined below) to pay the costs of the premiums for the 2026 Reserve Policy (defined below). The Bonds are to be purchased by the
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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.”
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 November 1, 2026, (the “Indenture”), by and between the Agency and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Bonds will be issued pursuant to Part 1 of Division 24 of the California Health and Safety Code (the “Law”), Section 34177.5 of the California Health and Safety Code, and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “ Act”) and a resolution of the Agency adopted on [September 1], 2026 (the “Agency Resolution”). The issuance of the Bonds was approved by the Redevelopment Dissolution Countywide Oversight Board of Santa Clara County (the “Oversight Board”) by a resolution adopted on [September 25], 2026 (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”).
A debt service reserve insurance policy (the “2026 Reserve Policy”) shall also be purchased from _______________________________________ (the “2026 Reserve Insurer”) for the Bonds.
The net proceeds of the Bonds will be used to refund in full the outstanding amount of the Successor Agency to the Former Milpitas Redevelopment Agency 2015 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1) (the “2015 Bonds”).
When issued, the Bonds will be secured by a pledge of, security interest in and lien on the Tax Revenues (defined in the Indenture) and all of the moneys in certain funds and accounts established under the Indenture and moneys deposited in the Redevelopment Property Tax Trust Fund established pursuant to the Dissolution Act.
The Agency will undertake pursuant to the provisions of a Continuing Disclosure Certificate, to be dated the date of the Closing (the “ Continuing Disclosure Certificate”) and executed by the Agency, to provide certain annual information and notices of the occurrence of certain enumerated 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.
As used herein, the term the “ Agency Legal Documents” means and refers to this Purchase Agreement, t he Indenture, the Continuing Disclosure Certificate , and the Irrevocable Refunding Instructions, dated as of the Closing Date , executed by the Agency and delivered to the Trustee , as trustee of the 2015 Bonds, providing for the refunding of the 2015 Bonds (the “2015 Bonds Refunding Instructions”).
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
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the Closing. The Underwriter agree s 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 C, 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 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, Fieldman, Rolapp & Associates, Inc. (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 Agreement , the Underwriter shall report to the Agency the price or prices at which it has sold to the public each maturity of Bonds for which the 10% test is used. 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 Agreement 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 Used,” as of the date of this Purchase Agreement, 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 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.
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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 Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to: (1) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public; and (2) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Agency acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on: (A) in the event that a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the -offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires; and (B) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold -the- offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Agency further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the - offering-price rule as applicable to the Bonds.
(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 lead 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
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(4) “sale date” means the date of execution of this Purchase Agreement 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 Agreement copies of the Preliminary Official Statement dated __________, 2026, relating to the Bonds (the “Preliminary Official Statement”), which was approved by the Agency 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 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 (the “Official Statement”) 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). 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 Agency shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Exhibit B. 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 contemplate d 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 contemplated by the Agency Legal Documents; and 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 other instrument to which the Agency is a
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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; 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 , as of the date of the Closing, all authorizations, approvals, licenses, permits, consents and orders of any governmental 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 or will be duly obtained. (f) Between the date of this Purchase Agreement 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, direct or contingent, payable from Tax Revenues (as defined in the Indenture ), 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 Agreement, 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 a gency, public board or body, pending 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 Tax Revenues or contesting or affecting, as to the Agency, the validity or enforceability of the Agency Legal Documents or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes, 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 Tax Revenues of the Agency ; nor, to the best knowledge of the officer of the Agency executing this Purchase Agreement , 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 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 and will not have outstanding any indebtedness which indebtedness is secured by a lien on the Tax Revenues of the Agency superior to or on a parity with the lien provided for in the Indenture on the Tax Revenues, other than as disclosed in the Official Statement.
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(i) As of the time of acceptance hereof and as of the date of the Closing, the Agency has or will have 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 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 were made, not misleading (except that this representation does not include information relating to The Depository Trust Company or the book-entry-only system, the 2026 Reserve Insurer or the 2026 Reserve Policy). (k) As of the date 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 whic h they were made not misleading (except that this representation does not include information relating to The Depository Trust Company or the book-entry- only system , the 2026 Reserve Insurer or the 2026 Reserve Policy).
(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 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 as 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 date of Closing. (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 relating to The Depository Trust Company or the book-entry -only system, the 2026 Reserve Insurer or the 2026 Reserve Policy).
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(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 shall be deemed a representation by the Agency to the Underwriter as to the statements made therein.
(p) The Agency will apply the proceeds from the sale of the Bonds for the purposes specified in the Official Statement.
(q) The Agency has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Agency is not a bond issuer whose arbitrage certifications may not be relied upon.
(r) 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. (s) The Agency will refrain from taking any action with regard to which the Agency may exercise control that results in the inclusion in gross income for federal income tax purposes of the interest on the Bonds or State of California income tax purposes of the interest on the Bonds.
(t) 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.
(u) The Oversight Board has duly 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 described in the Preliminary Official Statement.
(v) The Department of Finance of the State of California (the “Department of Finance ”) has issued a letter, dated ________, 2026, approving the issuance of the Bonds (the “Department of Finance Letter”). No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions 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 8:00 A.M., California time, on ________, 2026 (the “Closing Date”), or on such other date as may be mutually agreed upon by the Agency and the Underwriter ,
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the Agency will, subject to the terms 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 Jones Hall , LLP, San Mateo, 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 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 Agreement 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 as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Purchase Agreement 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 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, complete 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 and the Trustee 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 in writing 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;
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(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 C to the Official Statement;
(2) Supplemental Opinion of Bond Counsel . A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable 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 opinions were addressed to the Underwriter and to the following effect:
(i) the Purchase Agreement and the 2015 Bonds
Refunding Instructions 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 applicable ) constitute the valid and binding agreement s 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,” “THE BONDS,” “REFUNDING PLAN,” “SECURITY FOR THE BONDS,” “TAX MATTERS,” and in Appendices C and F, 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) Fiscal Consultant ’s Certificate . A certificate of Keyser Marston Associates, Inc. (the “Fiscal Consultant”), dated the date of the Closing, addressed to the Agency and the Underwriter, in form and substance acceptable to the Underwriter, (i) certifying as to the accuracy of (A) the information contained in APPENDIX A—“FISCAL CONSULTANT ’S REPORT,” and the information in the Official Statement under the captions “THE PROJECT AREA” and “SECURITY FOR THE BONDS —No Negotiated Pass -Through Agreements” and “ —Statutory Pass-Through Payments ,” (ii) consenting to the inclusion of such firm’s Fiscal Consultant ’s Report in the Preliminary Official Statement and the Official Statement, and (iii) stating that, to the best of such firm ’s knowledge, but without having conducted any investigation with respect thereto, nothing has come to such firm’s attention between the date of such report and the date hereof which would materially alter any of the conclusions set forth in such report.
(4) Agency Counsel Opinion. An opinion of the City Attorney of the City of Milpitas (the “City”) , as Counsel to the Agency, dated the date of the Closing and addressed to the Underwriter, in form and substance acceptable to the Underwriter to the following effect:
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(i) the Agency is a public entity duly organized and
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 was duly adopted at meetings of the Agency, called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout; and the Agency Resolution is in full force and effect and has not been modified, amended or rescinded since its adoption; (iii) The Agency Legal Documents and the Official
Statement 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 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 execution and delivery of the Agency Legal
Documents and compliance with the provisions of the Agency Legal Documents, under the circumstances contemplated thereby, (1) 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 (2) 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; (v) 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, or threatened against the Agency for which it has received service , 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 and the 2015 Bonds Refunding Instructions or to use the Tax Revenues for repayment of the Bonds or affects in any manner the right or ability of the Agency to collect or pledge the Tax Revenues; and (5) 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 and the 2015 Bonds Refunding Instructions;
(ii) The Indenture and the 2015 Bonds Refunding
Instructions have been duly authorized, executed and delivered by the Trustee and the Indenture and the 2015 Bonds Refunding Instructions constitute the legal, valid and binding obligation of the Trustee, enforceable in accordance with their respective terms, except as enforcement thereof may be
4899-3926-0096v7/200356-0716 12
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; (iii) the Bonds have been validly authenticated, registered and delivered by the Trustee;
(iv) no authorization, approval, consent or other order of the State of California or any other federal or State of California governmental authority or agency having jurisdiction over the Trustee, or, to such counsel’s knowledge after reasonable investigation, any other person or corporation, is required for the valid authorization, execution, delivery and performance by the Trustee of the Indenture and the 2015 Bonds Refunding Instructions; and (v) 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 of the Indenture or the 2015 Bonds Refunding Instructions, or the consummation of the transactions contemplated by the Indenture and the 2015 Bonds Refunding Instructions.
(6) 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) 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 disclosed 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 Agency’s audited financial statements, including the accompanying accountant’s letter for the fiscal year ended June 30, 2025 in the Preliminary Official Statement and the Official Statement.
(iv) the Agency is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or is otherwise subject, which would have a material adverse impact on the Agency’s ability to perform its obligations under the Agency Legal Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument. (7) Trustee’s Certificate. A certificate, dated the date of Closing, to the effect that:
4899-3926-0096v7/200356-0716 13
(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 the 2015 Bonds Refunding Instructions and to perform its obligations stated therein; and
(iii) the Indenture and the 2015 Bonds Refunding
Instructions have been duly authorized, executed and delivered by the Trustee and (assuming due authorization, execution and delivery by the Agency ) constitute legal, valid and binding obligations of the Trustee in accordance with their 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.
(8) Legal Documents . Executed copies of this Purchase Agreement, the Official Statement, and the other Agency Legal Documents. (9) Rating Letter. A letter from S&P Global Ratings (“S&P”) to the effect that the Bonds have been assigned a rating of “__”, which rating shall be in effect as of the Closing Date.
(10) Agency Resolution. A copy of the Agency Resolution. (11) Oversight Board Resolution. A copy of the Oversight Board Resolution.
(12) Department of Finance Letter . A copy of the Department of Finance Letter.
(13) Agency Board Certificate . A certificate of the Clerk of the Agency to the effect that the Agency Resolution was validly adopted, remains in full force and effect, and has not been amended, rescinded or otherwise modified since its date of adoption. (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) Defeasance Opinion s. A n opinion or opinions of Bond Counsel with respect to the defeasance of the 2015 Bonds. (16) 2026 Reserve Policy. The executed 2026 Reserve Policy issued by the 2026 Reserve Insurer.
(17) 2026 Reserve Insurer Counsel Opinion. An opinion of counsel to the 2026 Reserve Insurer, dated as of the Closing Date, addressed to the Underwriter and the Agency in form and substance acceptable to the Underwriter, substantially to the effect that: (i) the 2026 Reserve Insurer has been duly incorporated and is validly existing and in good standing under the laws of the State of its incorporation; and (ii) the 2026 Reserve Policy constitutes a legal, valid and binding obligation of the 2026 Reserve Insurer enforceable in accordance with its terms,
4899-3926-0096v7/200356-0716 14
subject, as to enforcement, to bankruptcy, insolvency, reorganization, rehabilitation and other similar laws of general applicability relating to or affecting creditors’ and/or claimants’ rights against insurance companies and to general equity principles.
(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 Agreement 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 or the Trustee 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 Agreement, 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 Governor of the State which if enacted and effective would impose additional limitations or burdens on the Agency or the City 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 Agreement, this Purchase Agreement shall terminate and the Underwriter shall be under no further obligation hereunder.
8. Termination. The Underwriter shall have the right to terminate this Purchase Agreement, without liability therefor, by notification to the Agency if at any time between the date hereof and prior to the Closing:
(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 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 Agreement 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 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 or notes or obligations of the general character of the Bonds; or
4899-3926-0096v7/200356-0716 15
(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) the United States has become engaged in hostilities which have resulted in a declaration of war or a national emergency or there has occurred any other outbreak of hostilities or a national or international calamity or crisis, or there has occurred any escalation of existing hostilities, calamity or crisis, financial or otherwise, the effect of which on the financial markets of the United States being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds; or (h) 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 (i) 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
(j) there shall be in force a general suspension of trading on the New York Stock Exchange.
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 Agreement); (b) the fees and disbursements of Bond Counsel, the Municipal Advisor, Fiscal Consultant and any other experts or
4899-3926-0096v7/200356-0716 16
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 providing immediately available funds on the Closing Date; (f) 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; (g) the Underwriter ’s out-of-pocket expenses incurred with the financing; (h) the fees of a third party consultant for a continuing disclosure undertaking compliance review; and (i ) expenses (included in the expense component of the spread) incurred on behalf of the City ’s or the Agency ’s employees which are incidental to implementing this Purchase Agreement. The Underwriter will pay the expenses of the preparation of this Purchase Agreement and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds, and the fee and disbursements of Underwriter’s Counsel. The Underwriter is required to pay the fees of the California Debt and Investment Advisory Commission in connection with the offering of the Bonds. 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 communication to be given to the Agency under this Purchase Agreement may be given by delivering the same in writing at the Agency ’s address set forth above; Attention: Executive Director with a copy to City’s Finance Director, and to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, 35 th Floor, San Francisco, California 94104, Attention: Eileen Gallagher, Managing Director.
11. Parties in Interest. This Purchase Agreement 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 Agreement 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 Agreement; and (iii) any termination of this Purchase Agreement.
12. Effectiveness and Counterpart Signatures . This Purchase Agreement shall 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 Agreement 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 headings of the sections of this Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof.
S-1
4899-3926-0096v7/200356-0716
14. Governing Law. This Purchase Agreement shall be construed in accordance with the laws of the State of California.
Very truly yours,
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
By:
Its: Managing Director
Accepted:
SUCCESSOR AGENCY TO THE
FORMER MILPITAS REDEVELOPMENT AGENCY
By:
Chief Financial Officer/Treasurer
Time: ____________ p.m.
APPROVED AS TO FORM
Christian M. Curtis
Agency General Counsel
4899-3926-0096v7/200356-0716 A-1
EXHIBIT A
$__________
SUCCESSOR AGENCY TO THE
FORMER MILPITAS REDEVELOPMENT AGENCY
2026 TAX ALLOCATION REFUNDING BONDS
(REDEVELOPMENT PROJECT AREA NO. 1)
MATURITY SCHEDULE
Maturity Date
(September 1)
Principal
Amount Interest Rate Price
10% Test
Used
Hold the
Offering Price
Used
2027
2028
2029
2030
2031
2032
REDEMPTION PROVISIONS
No Redemption of Bonds . The Bonds are not subject to redemption prior to their stated maturity dates.
4899-3926-0096v7/200356-0716 B-1
EXHIBIT B
FORM OF ISSUE PRICE CERTIFICATE
$__________
SUCCESSOR AGENCY TO THE
FORMER MILPITAS REDEVELOPMENT AGENCY
2026 TAX ALLOCATION REFUNDING BONDS
(REDEVELOPMENT PROJECT AREA NO. 1)
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 Agreement , dated _______, 2026, 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 (_________, 2026), or (ii) the date on which Stifel has sold at least 10% of such
4899-3926-0096v7/200356-0716 B-2
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 Former Milpitas Redevelopment Agency.
(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 ______, 2026. (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).
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 Jones Hall 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 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: _________, 2026
4899-3926-0096v7/200356-0716 B-3
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING
PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
4899-3926-0096v7/200356-0716 B-4
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
4899-3926-0096v7/200356-0716 C-1
EXHIBIT C
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents to Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) that he is a duly appointed and acting officer of the Successor Agency to the Former Milpitas Redevelopment Agency, authorized to execute this Certificate , and as such is to execute and deliver this Certificate and further hereby certify and reconfirm on behalf of the Agency to the Underwriter as follows:
(1) This Certificate is delivered to enable the Underwriter to comply with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934 (the “ Rule”) in connection with the offering and sale of the Successor Agency to the Former Milpitas Redevelopment Agency 2026 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1) (the “Bonds”).
(2) In connection with the offering and sale of the Bonds, there has been prepared a Preliminary Official Statement, dated as of ______, 2026, setting forth information concerning the Bonds and the Agency, as issuer of the Bonds (the “Preliminary Official Statement”).
(3) As used herein, “ Permitted Omissions ” shall mean the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters and the identity of the underwriter(s), all with respect to the Bonds. (4) The Preliminary Official Statement is, except for the Permitted Omissions, deemed final within the meaning of the Rule and has been, and the information therein is accurate and complete in all material respects except for the Permitted Omissions. (5) If, at any time prior to the execution of the final contract of purchase, any event occurs as a result of which the Preliminary Official Statement might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Agency shall promptly notify the Underwriter thereof.
IN WITNESS WHEREOF, I have hereunto set my hand as of the ___ day of ____, 2026.
SUCCESSOR AGENCY TO THE FORMER
MILPITAS REDEVELOPMENT AGENCY
By:
Chief Financial Officer/Treasurer
Jones Hall Draft of August 25, 2026 IRREVOCABLE REFUNDING INSTRUCTIONS Relating to: Successor Agency to the Former Milpitas Redevelopment Agency Redevelopment Project Area No. 1 2015 Tax Allocation Refunding Bonds These IRREVOCABLE REFUNDING INSTRUCTIONS (these “Instructions”), dated as of November ___, 2026, are given as of such date by the SUCCESSOR AGENCY TO THE FORMER MILPITAS REDEVELOPMENT AGENCY, a public entity existing under the laws of the State of California (the “Successor Agency”), to U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee for the hereinafter-defined Prior Bonds (the “Prior Trustee”); WlTNESSETH: WHEREAS, the Successor Agency has previously issued its $127,790,000 aggregate principal amount of Successor Agency to the Former Milpitas Redevelopment Agency 2015 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1) (the “2015 Bonds”) to provide funds to refund bonds issued by the Former Agency in 2003; and WHEREAS, The Prior Bonds are subject to redemption, at the option of the Successor Agency on any date, as a whole or in part at a redemption price equal to the principal amount of the Prior Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium; and WHEREAS, the Successor Agency has determined that it is in its best financial interests at this time to refund the currently outstanding Prior Bonds; and WHEREAS, to provide funds for such purpose, the Successor Agency is issuing its 2026 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1) (the “2026 Bonds”) pursuant to an Indenture, dated as of November 1, 2026 (the “2026 Indenture”) between the Successor Agency and U.S. Bank Trust Company National Association, as trustee (the “2026 Trustee”), and applying a portion of the proceeds thereof, together with certain other legally available moneys, if any, to redeem the outstanding Prior Bonds on _______, 2026 (the “Redemption Date”); and WHEREAS, the Successor Agency wishes to give these Instructions to the Prior Trustee for the purpose of providing the terms and conditions relating to the deposit and application of moneys and securities to provide for the payment and redemption of all of the outstanding Prior Bonds pursuant to Section 9.03(c) of the Prior Indenture. NOW, THEREFORE, the Successor Agency hereby irrevocably instructs the Prior Trustee as follows: Section 1. Redemption Account. Pursuant to Section 4.03(e) of the Prior Indenture, there has heretofore been established an account held by the Prior Trustee known as the “Redemption Account.” All cash and securities deposited in the Redemption Account pursuant to these Instructions are hereby irrevocably pledged as a special trust fund for the redemption of
2 the remaining Prior Bonds on the Redemption Date, in accordance with the Prior Indenture. The Prior Trustee shall have no lien upon or right of set off against the securities and cash at any time on deposit in the Redemption Account, and such amounts shall be applied only as provided herein. Section 2. Deposit into Redemption Account; Investment of Amounts. Concurrently with delivery of the 2026 Bonds, the Successor Agency shall cause to be transferred to the Prior Trustee the amount of $___________ in immediately available funds to be derived from a portion of the proceeds of sale of the 2026 Bonds, which amount the Prior Trustee shall immediately deposit into the Redemption Account. Amounts on deposit in the Redemption Account shall be held uninvested. The Successor Agency signifies that by making the deposit described herein, it is defeasing and discharging the Prior Bonds pursuant to Section 9.03 of the Prior Indenture. Section 3. Proceedings for Redemption of Prior Bonds. The Successor Agency hereby irrevocably elects, and directs the Prior Trustee, to redeem, on the Redemption Date the outstanding Prior Bonds. The Trustee acknowledges that notice of such redemption has heretofore been given by the Prior Trustee in accordance with the Prior Indenture. Section 4. Application of Funds to Redeem Prior Bonds. The Prior Trustee shall redeem the remaining outstanding Prior Bonds on the Redemption Date at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon. In connection with the defeasance and optional redemption of the Prior Bonds, the Successor Agency hereby directs the Trustee to file a notice of defeasance for the Prior Bonds with the Municipal Securities Rulemaking Board’s EMMA System, in substantially the form set forth on Exhibit A hereto.
3 Section 5. Transfer of Remaining Funds. Following the payment and redemption of the Prior Bonds on the Redemption Date, the Prior Trustee shall withdraw any amounts remaining on deposit in the Redemption Account and transfer such amounts to the 2026 Trustee for deposit into the Debt Service Fund established under the 2026 Indenture to be used to pay interest on the 2026 Bonds. Section 6. Amendment. These Instructions shall be irrevocable by the Successor Agency. These Instructions may be amended or supplemented by the Successor Agency, but only if the Successor Agency shall file with the Prior Trustee and the 2026 Trustee a certification of an independent accountant or independent financial adviser engaged by the Successor Agency stating that such amendment or supplement will not affect the sufficiency of funds held hereunder to make the payments required by Section 4. Section 7. Governing Law. These Instructions shall be construed in accordance with and governed by the laws of the State of California. SUCCESSOR AGENCY TO THE FORMER MILPITAS REDEVELOPMENT AGENCY By Chief Financial Officer/Treasurer APPROVED AS TO FORM: Christian M. Curtis City Attorney/General Counsel ACCEPTED: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Prior Trustee By Authorized Officer
4 EXHIBIT A NOTICE OF DEFEASANCE Successor Agency to the Former Milpitas Redevelopment Agency Redevelopment Project Area No. 1 2015 Tax Allocation Refunding Bonds Maturity Date (September 1) Outstanding Principal Amount Interest Rate CUSIP* (Base:601649) 2027 $9,950,000 5.000 AN6 2028 6,255,000 5.000 AP1 2029 6,565,000 5.000 AQ9 2030 6,895,000 5.000 AR7 2031 3,755,000 5.000 AS5 2032 3,940,000 5.000 AT3 *Note: The Successor Agency and Trustee shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Bonds. They are included solely for the convenience of the holders. NOTICE IS HEREBY GIVEN that all of the bonds listed above (the “Bonds”) have been defeased and discharged under and within the meaning of an Indenture of Trust, dated as of March 1, 2015 (the “Indenture of Trust”), by and between the Successor Agency to the Former Milpitas Redevelopment Agency (the “Successor Agency”), as successor to the former Milpitas Redevelopment Agency (the “Former Agency”) and U.S. Bank Trust Company, National Association, as successor trustee for the Bonds (the “Trustee”). Funds for the payment of the Bonds have been deposited in the Redemption Fund held by the Trustee for the purpose of defeasing and optionally redeeming the Bonds. As a consequence of the foregoing actions and in accordance with the Indenture of Trust, (i) the Bonds are no longer secured by a pledge of revenues under the Indenture of Trust, (ii) the Bonds are now payable solely from the moneys set aside in the Redemption Fund held by the Trustee as described above, and (iii) all obligations of the Successor Agency, as successor to the Former Agency, under the Continuing Disclosure Certificate relating to the Bonds, dated as of March 18, 2015, have ceased and terminated. Dated: __________, 2026 U.S. Bank Trust Company, National Association, as Trustee
MEMORANDUM
- 1 –
Date: August 12, 2026
To: Redevelopment Dissolution Countywide Oversight Board for Santa Clara County
Re: Successor Agency to the Former Milpitas Redevelopment Agency 2026 Tax Allocation Refunding Bonds
(Redevelopment Project Area No. 1)
The Successor Agency to the Former Milpitas Redevelopment Agency (“Successor Agency”) desires to achieve debt service savings and to assist the local taxing entities by refunding all of its 2015 Tax Allocation Refunding Bonds (“Prior Bonds”) by issuing Successor Agency to the Former Milpitas Redevelopment Agency 2026 Tax Allocation Refunding Bonds (Redevelopment Project Area No. 1) (“Refunding Bonds”), pursuant to California Health and Safety Code (“HSC”) section 34177.5, subdivision (a).
The proposed refunding of the Prior Bonds by the Successor Agency satisfies the applicable HSC sections:
(A) The total interest cost to maturity on the proposed Refunding Bonds plus the principal amount of the Refunding Bonds does not exceed the total remaining interest cost to maturity on the Prior Bonds to be refunded plus the remaining principal of the Prior Bonds to be refunded.
(B) The $36,455,000 in principal amount of the Refunding Bonds does not exceed the amount required to defease the Prior Bonds, to establish customary debt service reserves, and to pay related costs of issuance.
As required by the HSC Section 34177.5(h), the Successor Agency’s municipal advisor, Fieldman, Rolapp & Associates, Inc., prepared the debt service savings analysis (“Debt Service Savings Analysis”), summarizing the potential savings that will accrue to the Successor Agency and applicable taxing entities. The Debt Service Savings Analysis also takes into consideration legal matters pertaining to the Successor Agency indebtedness including potential tax and timing issues.
Enclosed is the Debt Service Savings Analysis submitted to the oversight board for approval, provided to you pursuant to the applicable HSC section.
Debt Service Savings Analysis
Total
Assumes ''AA' Underlying (1)(2)
Refunding Bond Amount $36,455,000.00
Par Refunded $37,360,000.00
Final Maturity 9/1/2032
Average Coupon of Refunded Bonds 5.00%
Average Coupon of Refunding Bonds 5.00%
True Interest Cost (effective rate) 3.15%
Net Present Value Savings ($) 1,352,582.21
Present Value Savings (%) 3.62%
Nominal Savings ($) 1,473,429.17
Average Annual Savings ($)(3)
245,571.53
Taxing Entities Share of Average Annual Savings:
Milpitas Unified School District $90,617.69
City of Milpitas 40,029.03
Santa Clara County (General Fund) 34,530.46
ERAF K-12 31,098.03
San Jose-Evergreen Community College District 15,996.55 Santa Clara County Office of Education 7,751.47
Santa Clara County Library 6,315.03
ERAF College 5,178.93
Berryessa Union Elementary School District 4,806.96
SCV Water District East 1 4,166.14
East Side Union High School District 2,718.39
SCVWD State Water Project 1,198.35
Bay Area Air Quality Management District 453.37
Santa Clara Valley Water District 402.28
SCV Water District Zone W-4 308.85
Total $245,571.53
(1) Preliminary cash flows. Closing Date of 11/19/26; Market Conditions as of 8/11/2026 (2) Refunding assumes Surety at 1.75%
Successor Agency to the Former Milpitas Redevelopment Agency 2026 Tax Allocation Refunding Bonds (Redevelopment Project No. 1) Current Refunding of 2015 TABs
(3) Average Annual Savings for each series are calculated as "Nominal Savings beginning in 9/1/27 divided by number of years with principal outstanding for each series".
www.coxcastle.com Los Angeles | Orange County | San Francisco Cox, Castle & Nicholson LLP
3121 Michelson Drive, Suite 200 C
Irvine, California 92612-5678
P: 949.260.4600 F: 949.260.4699
Morgan L. Gallagher
949.260.4674
[email protected]
May 19, 2026
VIA EMAIL
City of Milpitas City Council
455 East Calaveras Boulevard
Milpitas, CA 95035
Re: Comments on Urgency Ordinance to Create TOD Overlay Zone Mayor Montano and Members of the City Council:
We represent Timber Soma MC LP (“Soma”) with respect to a proposed 644-unit residential project (“Project”) at 1011 and 1033 McCarthy Boulevard and 915, 933, and 1001 Murphy Ranch Road in the City of Milpitas (“Property”). On behalf of Soma, we urge the Council not to approve the TOD Overlay Zoning District urgency ordinance on the agenda this evening unless significant modifications are made. The currently proposed Ordinance is inconsistent with State law.
SB 79 was signed into law by Governor Newsom in October 2025 and it goes into effect on July 1, 2026. Its purpose is to increase housing production near major transit stops throughout the State. SB 79 allows a local government to enact an ordinance to create consistency between its zoning code and SB 79, subject to review by HCD. (Gov. Code, § 65912.160 (c)(1).) The ordinance may include objective development standards as long as those standards “are demonstrated by a preponderance of evidence to not physically preclude, alone or in concert, the applicable housing development standards” of SB 79 (Gov. Code, § 65912.157, emphasis added). (Id.) One of the explicit development standards in SB 79 is a minimum density of 30 dwelling units per acre, unless the applicable local zoning has a higher minimum density. (Gov.
Code, § 65912.157(a)(1)(A).) The Project complies with SB 79 at a density of 30 dwelling units per acre. As discussed below, the urgency Ordinance would function to preclude development that would otherwise qualify for and elect to utilize SB 79. In other words, the proposed development standards in the urgency Ordinance would physically preclude the very projects that the Legislature authorized by adopting SB 79.
The Ordinance before you this evening establishes a minimum density of 50 dwelling units per acre for properties within ½ mile of a Tier 2 TOD stop and 60 dwelling units per acre for properties adjacent to (within 200 feet of) a Tier 1 or Tier 2 TOD stop, within ¼ mile of a Tier 1 or Tier 2 TOD stop, or within ½ mile of a Tier 1 TOD stop. These standards are inherently inconsistent with the minimum density established by SB 79. By its own terms, the urgency Ordinance would physically preclude a housing development consistent with SB 79 at a density of 30 dwelling units per acre. Further, Soma can attest that the standards in the Ordinance would
May 19, 2026
physically preclude the Project,1 which would not pencil at a minimum density of over 30 du/acre, particularly with a maximum FAR of 2.5 as the Ordinance proposes. The State Legislature carefully selected a minimum density of 30 du/ac to both encourage density and facilitate feasible developable projects. Given current financing and construction costs, a project at 50 and 60 du/ac is not feasible because it precludes products like townhomes. In other words, the combination of the proposed standards would make it impossible to build the Project and others like it.
Indeed, it appears that the City’s intent in adopting the urgency Ordinance is to prevent SB 79-compliant projects. (Planning Commission April 8, 2026 Staff Report, Page 1 [“the City by doing so does not signal its agreement with the Legislature’s adoption of this law or the erosion thereby of thoughtful local planning and control”].) The increase in proposed minimum density of 10 du/ac between the Planning Commission meeting and the Council meeting makes it even less feasible to develop residential projects and shows, in our view, the City’s clear intent to avoid SB 79, not to comply with it. Adoption of an alleged SB 79 consistency Ordinance to effectively prohibit projects like the Project that would elect to use SB 79 and would qualify for SB 79, is contrary to SB 79 itself and other State housing laws. The stated goal of SB 79 is to increase housing near transit, not prohibit it.
In addition, the urgency Ordinance before you this evening is inconsistent with the General Plan and other City planning regulations. For example, the Staff Report says that the urgency Ordinance is consistent with General Plan Policy LU2-3 because that General Plan Policy allows density to exceed generally allowed ranges defined by the underlying land use for projects utilizing State Density Bonus Law. SB 79 specifically contemplates and allows projects that do not utilize State Density Bonus Law. Exceeding the allowable General Plan densities through an urgency Ordinance that exceeds densities allowed by SB 79 and Density Bonus Law is therefore inconsistent with General Plan Policy LU2-3.
If the City wants to upzone the property contemplated in the urgency Ordinance, it must follow the proper procedures, including conducting adequate CEQA review. It cannot rely on an urgency Ordinance and a CEQA exemption for ordinances consistent with SB 79 to adopt a zoning program intended to create significantly more development than is permitted by SB 79.
Finally, we object to the City’s adoption of the proposed Ordinance as an urgency Ordinance. An urgency Ordinance must be “for the immediate preservation of the public peace, health or safety” (i.e., a current and immediate threat). (Gov. Code, § 36937; Gov. Code, § 65858.) An urgency Ordinance specifically must contain facts that reasonably establish an urgency. (California Charter Schools Assn. v. City of Huntington Park (2019) 35 Cal.App.5th 362; Building Industry Legal Defense Foundation v. Superior Court (1999) 72 Cal.App.4th 1410.) There is nothing about the general City concern of SB 79 going into effect on July 1 that
1 The Project is provided by way of example of the kind of development that would not pencil if it were subject to the proposed urgency Ordinance only. As noted below, the Project is vested under SB 330 and will not be subject to the urgency Ordinance, if adopted.
May 19, 2026
creates a current and immediate public peace, health, or safety issue for the City. The Ordinance itself fails to establish any adequate urgent public peace, health, or safety issue. The purported urgency in the Ordinance – to maintain local control and prohibit projects that comply with SB 79’s development standards – is not reasonably urgent. The courts have consistently held that similar purported reasons do not constitute immediate threats to public peace, health, or safety. (See Hoffman Street, LLC v. City of West Hollywood (2009) 179 Cal.App.4th 754.) Given the points above, we believe HCD will not find the urgency Ordinance to be consistent with SB 79. The City’s Staff Report states that HCD did not provide feedback within 14 days of the draft urgency Ordinance being submitted. Lack of feedback from HCD to date is in no way evidence that HCD agrees with the City’s position. HCD has 90 days after adoption of the urgency Ordinance to make a determination.
As a final note, a complete SB 330 Preliminary Application was submitted for the Project. The Preliminary Application vested the local regulations in place when it was submitted. (Gov. Code, § 65589.5(o).) In other words, the Project will not be subject to the urgency Ordinance if it is adopted tonight. In response to the Preliminary Application’s submittal, the City stated a position that a Preliminary Application cannot be submitted for a project that requires a General Plan Amendment and Zone Change and we strongly disagree with that position. There is no legal authority for it and none has been cited by the City.
In sum, if the City approves the urgency Ordinance as recommend by staff, it will violate both procedural and substantive (i.e., Planning & Zoning Law and CEQA) requirements. Below is a summary of why we believe the City’s intent is to preclude, not comply with, SB 79, and why the urgency Ordinance is improper:
The urgency Ordinance states a purported intent to implement SB 79 but would actually preclude housing projects that comply with SB 79’s development standards. The urgency Ordinance would make SB 79 projects impossible to implement given the minimum density and maximum FAR.
The City’s urgency in approving the Ordinance is to maintain local control and avoid SB 79 compliant projects, which does not meet the standards for an urgency Ordinance.
The City stated in the Planning Commission Staff Report that it disagrees with the Legislature’s “erosion” of local control, which signals that the City’s true intent is to prevent housing projects that comply with SB 79.
The City has improperly rejected the Project’s SB 330 Preliminary Application.
Please note that significant new legislative repercussions apply to violations of State housing laws, including SB 808 and AB 712. SB 808 created an expedited hearing schedule for alleged denials of qualifying housing development projects. AB 712 imposes minimum penalties
May 19, 2026
of $10,000 per unit for large projects in addition to reasonable attorneys’ fees and costs in certain circumstances when a jurisdiction is determined to have violated State housing law. Applicable penalties could exceed $6.5 million for the Project alone.
We urge you to deny the urgency Ordinance and direct staff to prepare an Ordinance that complies with SB 79 or alternatively, upzone the properties subject to the urgency Ordinance in a procedurally proper manner with adequate analysis, vertical consistency with planning documents, and CEQA review.
Sincerely,
Cox, Castle & Nicholson LLP
Morgan L. Gallagher
Partner
MILPITAS CITY COUNCIL CALENDAR
September 2026
Sunday Monday Tuesday Wednesday Thursday Friday Saturday
1 6:00 PM-Closed Session
7:00 PM-City Council
2 2:00 PM-Santa Clara VTA Monthly
Briefing - Northeast Group (CM)
(Santa Clara)
3 5:30 PM-Santa Clara VTA Board of
Directors (CM)
5:30 PM-Milpitas Chamber of
Commerce Board (GB)
4 5
6 7
CITY HOLIDAY
City Hall Closed
8 4:00 PM-Milpitas HOPE
9 7:00 PM-Silicon Valley Clean Energy
Board of Directors (GB) (Sunnyvale)
10 4:00 PM-Santa Clara VTA Policy
Advisory Committee (EC)
4:00 PM-Treatment Plant Advisory
Committee (CM) (San Jose)
6:00 PM-Youth Advisory Commission
(HL)
7:00 PM-Cities Assoc of SCC (CM)
11 12
13 14
4:30 PM-Economic Development and
Trade Commission (WL)
15 5:00 PM-Closed Session
7:00 PM-City Council
16 4:00 PM-City Council Finance
Subcommittee (CM/EC)
6:00 PM-Energy and Environmental
Sustainability Commission (EC)
17 5:30 PM-Measure F Oversight
Committee
6:30 PM-Bay Area Water Supply
Conserv Agency (CM) (Oak Room -
San Mateo Main Library)
7:00 PM-Public Safety and
Emergency Preparedness Commission
(WL)
18 19
20 21
7:00 PM-Science, Technology, and
Innovation Commission (WL)
7:00 PM-Library and Education
Commission (HL) (Milpitas Public
Library)
22 23
7:00 PM-Planning Commission
24 4:00 PM-Silicon Valley Regional
Interoperability Authority (SVRIA)
(GB)
25 26
27 28
7:00 PM-Arts Commission (CM)
29 30
August 2026
S M T W T F S
1 2 3 4 5 6 7 8
9 10 11 12 13 14 15
16 17 18 19 20 21 22
23 24 25 26 27 28 29
30 31
October 2026
S M T W T F S
1 2 3
4 5 6 7 8 9 10
11 12 13 14 15 16 17
18 19 20 21 22 23 24
25 26 27 28 29 30 31
August 3, 2026 Milpitas City Council Minutes Page 1
SPECIAL MEETING OF THE MILPITAS
CITY COUNCIL
MINUTES
MONDAY, AUGUST 3, 2026
The City Council of the City of Milpitas convened in a Special Meeting of the Milpitas City Council on August 3, 2026, in the City Council Chamber, 455 E. Calaveras Blvd, Milpitas, CA, and via teleconference/Zoom webinar.
CALL MEETING TO ORDER by Mayor and ROLL CALL by City Clerk Mayor Montano called the City Council meeting to order at 5:33 PM. Roll Call was taken by City Clerk Guzzetta.
PRESENT: Mayor Montano, Vice Mayor Barbadillo (5:38 PM), Councilmember Chua, Councilmember Lam, Councilmember Lien
ABSENT: None
PLEDGE OF ALLEGIANCE
Mayor Montano led the Pledge of Allegiance.
PUBLIC FORUM
There were the following public speakers:
1. Rob Means
2. Voltaire Montemayor
ANNOUNCEMENT OF CONFLICT OF INTEREST AND CAMPAIGN CONTRIBUTIONS City Attorney Curtis asked the Mayor and City Councilmembers if they had any personal conflicts of interest.
By roll call, there were no conflicts of interest. City Attorney Curtis asked the Mayor and City Councilmembers if they had any reportable campaign contributions. By roll call, there were no reportable campaign contributions.
Vice Mayor Barbadillo joined the meeting at 5:38 PM.
READING OF THE CITY COUNCIL CODE OF CONDUCT
Councilmember Chua read the City Council Code of Conduct.
APPROVAL OF AGENDA
After discussion, motion: to approve the agenda.
Motion/Second: Councilmember Chua / Councilmember Lien Motion carried by the following:
AYES: Mayor Montano, Vice Mayor Barbadillo, Councilmember Chua, Councilmember Lam, Councilmember Lien
NOES: None
AGENDA ITEMS
1. Adopt a Resolution Submitting the City of Milpitas Business Tax Modernization Measure to the Voters at the November 3, 2026 General Election and Reiterating the Request that the Election
August 3, 2026 Milpitas City Council Minutes Page 2
be Consolidated with Other Elections Held on that Date and Taking Certain Related Actions (Staff Contact: Madison Nguyen, Interim Economic Development Director, 408-586-3046; and Jeannie Young, Senior Special Projects Associate, 408-586-3007) City Manager Hopkins introduced the item. Senior Special Project Associate Young presented the report, joined by Interim Economic Development Director Nguyen, Economic Development Specialist Zubair, City Attorney Curtis, and Finance Director Cofresí-Howe.
Mayor Montano confirmed that all revenue would flow to the general fund and expressed support for the measure's small business protections and the long-overdue nature of the update. Councilmember Chua commended the implementation team for the care taken with outreach and minimizing the impact on small businesses. Councilmember Lam inquired after companies with high gross receipts and businesses such as banks that may not generate conventional gross receipts; City Attorney Curtis clarified that banks and similar financial institutions are preempted from this type of tax under state and federal law.
Vice Mayor Barbadillo questioned the proposed gross receipts model, noting that most peer jurisdictions use a per-employee structure, and asked about the reliability of the estimates and whether an intermediate approach had been considered. Economic Development Specialist Zubair responded that staff and HDL evaluated multiple models and determined that gross receipts better reflect economic activity, particularly for high-revenue businesses with relatively few employees.
After discussion, motion: to Adopt Resolution No. 9533 by a 4/5 vote calling for the placement of a General Tax Measure on the Ballot for the November 3, 2026 General Election for submission to the qualified voters of an Ordinance of the City of Milpitas repealing Title III, Chapter 1 (“Business Licenses”) of the Milpitas Municipal Code and adding Title III, Chapter 10 (“Business Tax”) to modernize and modify the method of levying the City’s business tax; requesting the Board of Supervisors of the County of Santa Clara to consolidate the General Election to be held on November 3, 2026 with the Statewide General Election on that date and taking certain related actions.
Motion/Second: Councilmember Chua / Mayor Montano
Motion carried by the following:
AYES: Mayor Montano, Vice Mayor Barbadillo, Councilmember Chua, Councilmember Lam, Councilmember Lien
NOES: None
ADJOURNMENT
Prior to adjournment, Councilmember Chua acknowledged the Milpitas Police Department in connection with the August 17th launch of a doorbell camera distribution initiative. Mayor Montano also noted that National Night Out events were scheduled for Tuesday, August 4th, with approximately 27 community parties citywide.
Mayor Montano adjourned the meeting at 6:59 PM.
Draft meeting minutes submitted by City Clerk, Suzanne Guzzetta
August 11, 2026 Milpitas City Council Minutes Page 1
JOINT SPECIAL MEETING OF THE MILPITAS
CITY COUNCIL, HOUSING AUTHORITY, AND
PUBLIC FINANCING AUTHORITY
MINUTES
TUESDAY, AUGUST 11, 2026
The City Council of the City of Milpitas convened in a Joint Special Meeting of the Milpitas City Council, Housing Authority, and Public Financing Authority on August 11, 2026, in the City Council Chamber, 455 E.
Calaveras Blvd, Milpitas, CA, and via teleconference/Zoom webinar.
CALL MEETING TO ORDER by Mayor and ROLL CALL by City Clerk Vice Mayor Barbadillo called the Regular City Council meeting to order at 4:02 PM. Roll Call was taken by City Clerk Guzzetta.
PRESENT: Vice Mayor Barbadillo, Councilmember Chua, Councilmember Lam, Councilmember Lien ABSENT: Mayor Montano
ADJOURN TO CLOSED SESSION
The City Attorney briefed the Council on the Closed Session Agenda. There were no public comments. (a) CONFERENCE WITH LABOR NEGOTIATOR
Pursuant to Government Code Section 54957.6
Agency’s Designated Representative(s): Rick Bolanos, Liebert Cassidy Whitmore Employee Organization(s): Professional and Technical Employees, Mid-Management and Confidential Employees, Milpitas Employees Association, Milpitas Police Officers Association, International Association of Firefighters, Unrepresented Employees The City Council adjourned to Closed Session at 4:04 PM CLOSED SESSION ANNOUNCEMENT:
The City Council recovened at 5:31 PM. There was no report out from the City Attorney.
PLEDGE OF ALLEGIANCE
Councilmember Lien led the Pledge of Allegiance.
INVOCATION
The invocation was provided by Councilmember Lien.
PRESENTATIONS
There were no presentations.
PUBLIC FORUM
There were the following public speakers:
1. Rob Means
2. Karen Friedman
3. Kaveri Rangaraj
August 11, 2026 Milpitas City Council Minutes Page 2
ANNOUNCEMENT OF CONFLICT OF INTEREST AND CAMPAIGN CONTRIBUTIONS City Attorney Curtis asked the Mayor and City Councilmembers if they had any personal conflicts of interest.
By roll call, there were no conflicts of interest (Absent: Montano). City Attorney Curtis asked the Mayor and City Councilmembers if they had any reportable campaign contributions. By roll call, there were no reportable campaign contributions (Absent: Montano).
READING OF THE CITY COUNCIL CODE OF CONDUCT
Vice Mayor Barbadillo read the City Council Code of Conduct.
APPROVAL OF AGENDA
After discussion, motion: to approve the agenda.
Motion/Second: Councilmember Chua / Councilmember Lien
Motion carried by the following:
AYES: Vice Mayor Barbadillo, Councilmember Chua, Councilmember Lam, Councilmember Lien NOES: None
ABSENT: Mayor Montano
CONSENT CALENDAR
There were no public speakers.
After discussion, motion: to approve the Consent Calendar.
Motion/Second: Councilmember Chua / Councilmember Lien Motion carried by the following:
AYES: Vice Mayor Barbadillo, Councilmember Chua, Councilmember Lam, Councilmember Lien NOES: None
ABSENT: Mayor Montano
1. Receive City Council Calendar of Meetings (Staff Contact: Suzanne Guzzetta, City Clerk, 408- 586-3001)
Received City Council Calendar of Meetings for August 2026.
2. Approve City Council Meeting Minutes (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586- 3001)
Approve City Council Meeting minutes of June 16, 2026.
3. Receive the Preview List of Anticipated Items for the Next Regular City Council Meeting (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Receive the list of anticipated agenda items for the next regular City Council meeting.
4. Receive and Review the List of Agenda Items Requested by City Councilmembers (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Receive the list of items that have been requested by City Councilmembers and received consensus in previous meetings to date.
August 11, 2026 Milpitas City Council Minutes Page 3
5. Adopt a Housing Authority Resolution Appointing a Chair and Vice Chair and Establishing the Administrative Positions of the City of Milpitas Housing Authority (Staff Contact: Christian Curtis, City Attorney, 408-586-3041; and Luz Cofresí-Howe, Finance Director, 408-586-3111) Adopt Housing Authority Resolution No. HA 35 (1) Appointing the Mayor and Vice Mayor as Chair and Vice Chair of the Authority; (2) Establishing and designating the administrative positions of the Authority - Executive Director, Assistant Executive Director, Treasurer, Assistant Treasurer, Secretary, and Authority Counsel - to corresponding City of Milpitas positions, assigning specified record-keeping, custodial, and attestation duties to the Secretary, and confirming the individuals currently serving in those City positions; (3) Authorizing the Executive Director, or designee, to execute contracts and other instruments on behalf of the Authority as delegated by the Commissioners; and (4) Adopting, by reference, the personnel rules and regulations, conflict of interest code, and fiscal policies of the City of Milpitas as the personnel rules and regulations of the Authority required by Health and Safety Code section 34278.
6. Appointment of Voting Delegates for the Annual California League of Cities Conference (Staff Contact: Suzanne Guzzetta, City Clerk, 408-586-3001)
Appoint Mayor Montano as the City's voting delegate and Councilmembers Lam and Lien as the alternate voting delegates for the League of California Cities Annual Conference and Expo General Assembly.
7. Authorize and Approve Travel Request for Mayor Montano, Councilmember Lien, and Councilmember Lam to Anaheim, CA for the League of California Cities' 2026 Annual Conference and Expo (Staff Contact: Julie Minot, Senior City Manager Analyst, 408-586-3054) Authorize and approve the travel for Mayor Montano, Councilmember Lien, and Councilmember Lam to Anaheim, CA for the League of California Cities' 2026 Annual Conference and Expo to be held on Sept 23-25, 2026, for an estimated combined total amount of $7,600, budgeted under the Individual Elected Official allocation for Conferences/Meetings/Trainings.
8. Approve and Authorize the City Manager, or Designee, to Execute a Memorandum of Understanding with Milpitas Unified School District for the MUSD Alliance and Alumni Partners for Future-Ready Learners Program (Staff Contact: Madison Nguyen, Interim Director of Economic Development, 408-586-3046; and Renée Lorentzen, Director of Recreation and Community Services, 408-586-3409)
Approve and authorize the City Manager, or designee, to execute a Memorandum of Understanding between the City of Milpitas and the Milpitas Unified School District for the MUSD Alliance and Alumni Partners for Future-Ready Learners Program.
9. Adopt Resolutions Approving the Continued Investment of Monies in the Local Agency Investment Fund and Designating Officers Authorized to Sign on the Respective Accounts (Staff Contact: Luz Cofresí-Howe, Finance Director, 408-586-3111) (1) Adopt Resolution No. 9534 of the Milpitas City Council approving the continued investment of monies in the Local Agency Investment Fund and designating officers authorized to sign on the respective accounts; and (2) Adopt Resolution No. PFA 32 of the Board of Directors of the Milpitas Public Financing Authority approving the continued investment of monies in the Local Agency Investment Fund and designating officers authorized to sign on the respective accounts.
10. Authorize the City Manager, or Designee, to Negotiate and Execute an Agreement with Medallion Landscape Management, LLC for Parks and Landscaping Maintenance Services
August 11, 2026 Milpitas City Council Minutes Page 4
(Staff Contact: Luz Cofresí-Howe, Finance Director, 408-586-3111; and Christian Di Renzo, Public Works Director, 408-586-2602)
Authorize the City Manager, or designee, to negotiate and execute a Maintenance Services Agreement with Medallion Landscape Management, LLC for Parks and Landscaping Maintenance Services with a maximum compensation of $1,654,540 for an initial 13-month term of September 1, 2026 through September 30, 2027; negotiate and execute amendments and change orders to add, delete, modify services as required; and exercise up to six one-year options to extend the term of the Agreement through September 30, 2033, subject to the appropriation of funds.
11. Authorize the City Manager, or Designee, to Negotiate and Execute an Agreement with Dustin Kudela, dba Unimax Construction, for Fire Station No. 1 Kitchen Renovation (Staff Contact: Luz Cofresí-Howe, Finance Director, 408-586-3111; and Christian Di Renzo, Public Works Director, 408-586-2602)
Authorize the City Manager, or designee, to negotiate and execute a Construction Agreement with Dustin Kudela, dba Unimax Construction, for Fire Station No. 1 Kitchen Renovation for $118,000 with a 10% contingency of $11,800, for a total not-to-exceed amount of $129,800, subject to an executed change order.
12. Adopt a Resolution Authorizing Acceptance of the FY2026-27 California Highway Patrol Cannabis Tax Fund Grant Program Award, Approve Purchase of Specialty Patrol Vehicle, and Approve Related Budget Appropriation (Staff Contact: Jared Hernandez, Chief of Police, 408- 586-2406)
(1) Adopt Resolution No. 9535 authorizing the City Manager, or designee, to accept the FY2026-27 California Highway Patrol Cannabis Tax Fund Grant Program Award in the amount of $130,482 and execute the resulting grant agreement and related ancillary documents; (2) authorize the City Manager, or designee, to execute a purchase order with Duval Ford for one specialty patrol vehicle, including outfitting and decals, in an amount not to exceed $98,660; and (3) approve a related budget appropriation in the amount of $130,482 in the State Grants Police Fund (Fund 268).
PUBLIC HEARINGS
13. Consider Introducing an Ordinance to Amend Milpitas Municipal Code Title XIII, Chapters B.6, B.8, C.10, and E.4 Relating to the Regulation of Tobacco Retailers (Staff Contact: Jay Lee, Planning Director, 408-586-3077)
Planning Director Lee introduced the item and Principal Planner Van Hua presented the report.
Vice Mayor Barbadillo opened the public hearing.
There were the following public speakers:
1. Chris Miller
Vice Mayor Barbadillo closed the public hearing.
Councilmember Chua requested clarification on the amended code sections and Councilmember Lien inquired about enforcement practices. Police Chief Hernandez and Captain Parodi confirmed that inspections are primarily complaint-driven, and that two standalone smoke shops had been investigated in the past year through joint operations with state authorities, resulting in criminal charges.
City Attorney Curtis read aloud the title of the ordinance.
August 11, 2026 Milpitas City Council Minutes Page 5
After discussion, motion: to (1) Determine that the ordinance is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15183 (Projects Consistent with General Plan, and as a separate and independent basis, exempt pursuant to CEQA Guidelines Section 15061(b)(3) (Common Sense Exemption); and (2) introduce Ordinance 38.863 amending Milpitas Municipal Code Title XIII, Chapters B.6, B.8, C.10, and E.4 relating to the regulation of tobacco retailers (P-ZA26-0001). .
Motion/Second: Councilmember Lien / Councilmember Lam
Motion carried by the following:
AYES: Vice Mayor Barbadillo, Councilmember Chua, Councilmember Lam, Councilmember Lien NOES: None
ABSENT: Mayor Montano
LEADERSHIP AND SUPPORT SERVICES
14. Receive a Presentation on Municipal Bonds 101 (Staff Contact: Luz Cofresí-Howe, Finance Director, 408-586-3111)
City Manager Hopkins introduced the item. Finance Director Cofresí-Howe offered opening comments, and the presentation was delivered by Jim Fabian of Fieldman (Municipal Advisor) and James Wawrzyniak of Jones Hall (Bond and Disclosure Counsel). The Finance Director and presenters responded to questions from City Council.
There were the following public speakers:
1. Voltaire Montemayor
There was no action taken.
ANNOUNCEMENTS AND FUTURE AGENDA ITEMS
Councilmember Chua announced the grand opening of a new Milpitas pickleball facility on Ranch Drive.
Councilmember Lien asked staff to address dry, tall grass on the hillsides as a fire safety concern.
Vice Mayor Barbadillo made the following requests:
(1) Consider reviewing or developing a policy around the issue of regulation of electric bicycles and scooters.
There was a consensus to add the item to the priority list (4-0-1. Absent: Montano) (2) Review the City's mixed-use zoning standards, specifically guidelines governing the percentage of commercial versus residential components. There was a consensus to add the item to the priority list (3- 1-1. Noes: Lien. Absent: Montano)
(3) Review the City's tree ordinance to assess whether updates are needed. There was a consensus to add the item to the priority list (3-1-1. Noes: Lien. Absent: Montano)
ADJOURNMENT
Vice Mayor Barbadillo adjourned the meeting at 7:52 PM.
Draft meeting minutes submitted by City Clerk, Suzanne Guzzetta
TENTATIVE CITY COUNCIL AGENDA ITEM LIST
as of 08/27/2026
September 15, 2026 –Regular Meeting (7:00 PM)
CLOSED SESSION
INVOCATION (Councilmember Chua)
PRESENTATION
- Childhood Cancer Awareness Month (Proclamation)
- Milpitas Cancer Kids First (Commendation)
CONSENT CALENDAR
1. Receive City Council Calendar for September and October 2026 (City Clerk)
2. Approve City Council Meeting minutes of September 1, 2026 (City Clerk)
3. Preview list of items for October 6, 2026 (City Clerk)
4. Councilmember Request List (City Clerk)
5. Response to Civil Grand Jury Reports (City Attorney)
6. Biennial Conflict of Interest Code Update (City Clerk)
7. Commission Appointments (City Clerk)
8. Approve an Improvement Agreement for Amazon Distribution Warehouse Building at 1000 Gibraltar Drive (Public Works / Engineering)
9. Amendment to Agreement for Metro Tango Subdistrict Park Project, CIP No. 2023 (Public Works / Engineering)
10. Amendment to Imperial Maintenance Agreement (Public Works)
PUBLIC HEARINGS
11. CDBG CAPER (Housing)
12. Red Light Program (Police)
COMMUNITY DEVELOPMENT
13. Community Center Roof Renovation Presentation (Public Works / Engineering)
LEADERSHIP AND SUPPORT SERVICES
14. Milpitas Food Pantry (City Manager)
MILPITAS CITY COUNCIL
AGENDA ITEM REQUESTS
Status Item # Request Submitted by: Date Requested
Open 1
Consider reviewing or developing a policy around the
issue of regulation of electric bicycles and scooters. Barbadillo 8/11/2026 Open 2
Review the City's mixed-use zoning standards,
specifically guidelines governing the percentage of
commercial versus residential components. Barbadillo 8/11/2026 Open 3
Review the City's tree ordinance to assess whether
updates are needed. Barbadillo 8/11/2026
Open 4
Return to the City Council with a recommendation
regarding transitioning the food pantry lease to a market rate model through the Housing Authority
Lam 5/5/2026
Open 5
Consider prioritization of a formal, third-party staffing analysis for te Fire Department similar to the 2019 study Barbadillo 4/7/2026 Open 6
Review the permitting process, including the site
development permit process, to determine whether
updates are needed. Barbadillo 4/7/2026
Open 7
Explore youth programs and intervention initiatives in
the wake of the passing of Milpitas high school student Jared Kavan on March 31st. Montano 4/7/2026
Open 8 Review the Council prioritization process Chua 11/18/2025 In Progress 9
Agendize a review by the Facility Naming
Subcommittee of facilities named after Cesar Chavez
and make recommendations to the Council Montano 4/7/2026 In Progress 10
Alcohol and Massage Parlor Permits come before the
City Council. Montano 2/3/2026
In Progress 11
Look into the process of establishing a Friendship City relationship Montano 11/18/2025
In Progress 12 Develop a project management informational memo. Barbadillo 4/1/2025 In Progress 13 Feasibility study regarding a police satellite office. Montano 2/18/2025 In Progress 14 Bring back a study or analysis of the permit process Chua 11/19/2024 In Progress 15 Main Street Infrastructure Projects Montano 2/28/2023 NOTE: Deferred and Completed Items are not listed
CITY OF MILPITAS
AGENDA REPORT
(AR)
Item Title: Receive Report of Actions Taken by the City Manager During the City Council and City of Milpitas Housing Authority Summer Recess from June 17 through August 10, 2026 (Staff Contact: Scott Transou, Assistant City Manager, 408-586- 3012)
Category: Consent Calendar-Leadership and Support Services
Meeting Date: 9/1/2026
Recommendation: Receive report of actions taken by the City Manager during the City Council and City of Milpitas Housing Authority summer recess from June 17 through August 10, 2026.
BACKGROUND:
On June 9, 2026, City Council and the City of Milpitas Housing Authority adopted Resolution No. 9520, delegating authority to the City Manager, or their designee, to approve and execute project-related documents, including documents and urgent administrative items during the City Council and City of Milpitas Housing Authority summer recess from June 17, 2026 through August 10, 2026.
ANALYSIS:
The purpose of this agenda report is to provide the City Council and City of Milpitas Housing Authority with a list of items upon which this delegated authority was used.
There were no items during the Summer Recess from June 17 through August 10, 2026 upon which this delegated authority was used.
POLICY ALTERNATIVE(S):
Not Applicable
FISCAL IMPACT:
There is no fiscal impact associated with this report. No actions were taken under the delegated authority.
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA):
This item is not a project under the California Environmental Quality Act (CEQA) Guideline 15378(b).
ATTACHMENT(S):
None