Agenda Draft
ESCROW AGREEMENT
([2006]/[2011]Bonds)
Dated as of [April 1], 2026
By and Between
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Escrow Agent, Trustee and 2026 Trustee
Relating to
Successor Agency to the
Redevelopment Agency of the City of Santa Monica
Earthquake Recovery Redevelopment Project
[2006]/[2011] Tax Allocation [Refunding] Bonds[, Series A] -iTABLE OF CONTENTS
SECTION 1. Creation of Escrow Fund ...........................................................................................1 SECTION 2. Deposit to the Escrow Fund .......................................................................................2 SECTION 3. Investment of Escrow Account ..................................................................................2 SECTION 4. Creation of Lien on Escrow Fund ..............................................................................3 SECTION 5. Use of Escrow Fund...................................................................................................3 SECTION 6. Redemption and Defeasance Notices.........................................................................3 SECTION 7. Reinvestment; Substitution; Liquidation....................................................................3 SECTION 8. Liability of Escrow Agent..........................................................................................4 SECTION 9. Possible Deficiencies in Escrow ................................................................................6 SECTION 10. Successor Escrow Agent..........................................................................................6 SECTION 11. Transfer of Remaining Funds; Termination.............................................................6 SECTION 12. Tax-Exempt Nature of Interest on Bonds ................................................................7 SECTION 13. Severability ..............................................................................................................7 SECTION 14. Successors and Assigns............................................................................................7 SECTION 15. Compensation of Escrow Agent...............................................................................7 SECTION 16. Governing Law.........................................................................................................7 SECTION 17. Heading ....................................................................................................................7 SECTION 18. Counterparts.............................................................................................................7 SECTION 19. Application of Certain Terms of the Indenture. .......................................................7 SCHEDULE A - Defeased Bonds
SCHEDULE B - Escrowed Securities
SCHEDULE C - Payment and Redemption Schedule
SCHEDULE D - Form of Notice of Optional Redemption
SCHEDULE E - Form of Notice of Defeasance
ESCROW AGREEMENT
([2006]/[2011]Bonds)
THIS ESCROW AGREEMENT ([2006]/[2011]Bonds), dated as of [April 1], 2026 (this “Escrow Agreement”), by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA, 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 escrow agent (the “Escrow Agent”), as successor trustee of the hereinafter defined [2006]/[2011] Bonds (the “Trustee”) and as trustee of the hereinafter defined 2026 Refunding Bonds (in such capacity, the “2026 Trustee”).
W I T N E S S E T H:
WHEREAS, the Successor Agency previously issued its Successor Agency to the Redevelopment Agency of the City of Santa Monica Earthquake Recovery Redevelopment Project [2006]/[2011] Tax Allocation [Refunding] Bonds[, Series A] (the “[2006]/[2011] Bonds”), pursuant to an Indenture of Trust dated as of April 1, 2006 (as amended and supplemented from time to time, the “Indenture”), by and between the Successor Agency and the Trustee; WHEREAS, the Successor Agency has determined that it is in the best financial interests of the Successor Agency to defease and refund, at this time, all of the outstanding [2006]/[2011] Bonds described in Schedule A hereto (collectively, the “Defeased Bonds”); WHEREAS, the Successor Agency anticipates issuing its Successor Agency to the Redevelopment Agency of the City of Santa Monica Tax Allocation Refunding Bonds, Series B (the “2026 Refunding Bonds”) and applying a portion of the proceeds thereof, together with certain other moneys, to defease and refund the Defeased Bonds in accordance with this Escrow Agreement; WHEREAS, the 2026 Refunding Bonds will be issued pursuant to an Indenture of Trust dated as of [April 1], 2026 (the “2026 Indenture”), between the Successor Agency and the 2026 Trustee; WHEREAS, the Successor Agency has determined to deposit moneys and investments, the principal of and interest on which when paid will provide an amount sufficient for the payment of principal of and interest on the Defeased Bonds when due in accordance with Section 9.03 of the Indenture; and
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
SECTION 1. Creation of Escrow Fund. There is hereby created and established with the Escrow Agent a special and irrevocable escrow fund designated the “[2006]/[2011] Escrow Fund” (the “Escrow Fund”). The Escrow Fund shall be held in the name of the Escrow Agent and in the custody of the Escrow Agent in accordance with the Indenture under this Escrow Agreement for the benefit of the owners of the Defeased Bonds. Except to the extent of any excess that is to be released as provided in Section 11 hereof, none of the Successor Agency, the Escrow Agent, or the Trustee shall have any interest in the funds or investments held in the Escrow Fund. The moneys and securities held in the Escrow Fund are irrevocably set aside for the payment of the Defeased Bonds as provided in Section 5 hereof.
2 SECTION 2. Deposit to the Escrow Fund. On [Closing Date] (the “Closing Date”), the Successor Agency shall transfer, or cause to be transferred, to the Escrow Agent for deposit into the Escrow Fund the amount of $_______ in immediately available funds to be derived from a portion of the proceeds of the sale of the 2026 Refunding Bonds. Further, the Successor Agency hereby directs the Trustee to transfer to the Escrow Fund on the Closing Date, the amount of _______ in immediately available funds from the Interest Account established and held by the Trustee under the Indenture and the amount of _______ in immediately available funds from the [_______] Account established and held by the Trustee under the Indenture. After the foregoing deposits into the Escrow Fund, the amount of $_________ shall remain on deposit in the Escrow Fund on the Closing Date.
The Escrow Agent shall be entitled to rely upon the conclusion of [Verification Agent] that the total deposit into the Escrow Fund will be fully sufficient to redeem the Defeased Bonds on the Redemption Date.
SECTION 3. Investment of Escrow Fund.
(a) General. On the Closing Date, the Escrow Agent shall use $________ of the amounts deposited in the Escrow Fund to purchase certain securities and investments described on Schedule B attached hereto and made a part hereof maturing on the dates and in the amounts necessary to make the transfer described in Section 5 and hold the remaining $____ deposited therein in cash, uninvested.
The securities and investments described on Schedule B attached hereto and made a part hereof are hereinafter referred to, collectively, as the “Escrowed Securities” and are Defeasance Obligations within the meaning of the Indenture.
The Escrow Agent will purchase the Escrowed Securities in the name of the Escrow Agent as provided above and will hold such Escrowed Securities, and any earnings received thereon and any reinvestment thereof in the Escrow Fund and disburse such amounts as provided herein. The Escrow Agent shall collect amounts due and shall sell or otherwise liquidate investments in the Escrow Fund as needed to make the payments and transfers required by this Escrow Agreement and may sell, liquidate or otherwise dispose of the Escrowed Securities in accordance with Section 7, may substitute, upon the written direction of the Successor Agency, Defeasance Obligations (as defined in the Indenture) subject to the terms and limitations in the Indenture and of Section 7, and shall make certain required reinvestments pursuant to subsection (b) of this Section 3, but otherwise shall have no power or duty to sell, transfer or otherwise dispose of the Escrowed Securities. (b) Additional Actions. In the event that at any time the Successor Agency is of the opinion that for purposes of Section 12 it is necessary to take certain additional action relating to amounts held in the Escrow Fund, the Successor Agency shall so instruct the Escrow Agent in writing, and the Escrow Agent shall take such action as may be directed in accordance with such instructions. The Escrow Agent shall rely fully on any such request and shall not be required to make any investigation in connection therewith.
(c) SLGS Window Closure. If the Escrow Agent learns that the Department of the Treasury or the Bureau of Fiscal Service will not, for any reason, accept a subscription of state and local government series securities (“SLGS”) that is to be submitted pursuant to this Escrow Agreement, the Escrow Agent shall promptly request alternative written investment instructions from the Successor Agency with respect to escrowed funds which were to be invested in SLGS. The Escrow Agent shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Agent shall hold such funds uninvested and without liability for interest until receipt of further written 3 instructions from the Successor Agency. In the absence of investment instructions from the Successor Agency, the Escrow Agent shall not be responsible for the investment of such funds or interest thereon.
The Escrow Agent may conclusively rely upon the Successor Agency’s selection of an alternative investment as a determination of the alternative investment's legality and suitability and shall not be liable for any losses related to the alternative investments or for compliance with any yield restriction applicable thereto.
SECTION 4. Creation of Lien on Escrow Fund. The Escrow Fund shall be irrevocable, and the Escrow Agent is hereby appointed to act for the benefit of the owners of the Defeased Bonds. The owners of the Defeased Bonds are hereby granted an express lien on the Escrow Fund and all moneys and investments from time to time held therein for the payment of amounts described in Section 5 below. The Escrow Agent shall hold such moneys and investments in the Escrow Fund separate and apart from, and not commingled with, any other moneys or investments.
SECTION 5. Use of Escrow Fund. Not later than 9:00 a.m., California time, on the Payment Dates identified in Schedule C, the Escrow Agent is hereby instructed to withdraw from the Escrow Fund and transfer to the Trustee the amounts required to pay the principal of and interest on, including the redemption price of, the Defeased Bonds as described on Schedule C hereto and in accordance therewith. The Successor Agency hereby irrevocably elects to redeem the Defeased Bonds on the dates and at the prices set forth in Schedule C, and hereby directs the Escrow Agent to redeem such Defeased Bonds as provided in this Escrow Agreement.
SECTION 6. Redemption and Defeasance Notices. The Trustee is hereby instructed to mail and file:
(a) a notice of redemption for the Defeased Bonds with the Municipal Securities Rulemaking Board’s EMMA System, in substantially the form set forth on Schedule D, by no later than 30 days prior to [Redemption Date] (the “Redemption Date”) and to the recipients set forth in, and otherwise pursuant to the requirements of, the Indenture; and (b) a notice of defeasance for the Defeased Bonds with the Municipal Securities Rulemaking Board’s EMMA System, in substantially the form set forth on Schedule E, within three (3) business days of receipt of the amounts set forth in Section 2 above. The Trustee shall also send such notice of defeasance to the owners of the Defeased Bonds.
The sole remedy for failure to post notices on the EMMA system as described in this Section 6 shall be an action by the holders of the Defeased Bonds in mandamus for specific performance or similar remedy to compel performance.
SECTION 7. Reinvestment; Substitution; Liquidation. Interest income and other amounts received by the Escrow Agent as payments on the Escrowed Securities shall be held as part of the Escrow Fund to be used for the purposes set forth in Section 5 of this Escrow Agreement and shall be invested by the Escrow Agent in Defeasance Obligations but only at the written direction of the Successor Agency, provided that (a) such Defeasance Obligations are permitted under Section 4.05(h) of the Indenture, (b) investments in the Escrow Fund shall have maturities which do not extend beyond the date on which the moneys so invested will be needed to make the transfers required by Section 5 of this Escrow Agreement and (c) the investments in the Escrow Fund shall not have a yield in excess of the yield on the Defeased Bonds.
4 If the Successor Agency, at any time, delivers to the Escrow Agent written instructions instructing the Escrow Agent to liquidate, sell or otherwise dispose of any or all securities or investments in any of the Escrow Fund, purchase or otherwise acquire securities or investments, and/or to release any moneys or securities therein to the Successor Agency, and further delivers to the Escrow Agent, each of the following:
(a) a revised Schedule C;
(b) a report of a nationally recognized firm of independent certified public accountants (or other independent firm acceptable to the Successor Agency) verifying that the securities or investments described on such Schedule C will provide moneys, available in both time and amount, to enable timely payment of all amounts for the Defeased Bonds required in accordance with Section 5; and
(c) an opinion of nationally recognized bond counsel to the effect that the liquidation, sale or other disposition of securities or investments in the Escrow Fund, the purchase or other acquisition of securities or investments and the deposit thereof in the Escrow Fund, or the release of amounts from the Escrow Fund as described in this Section 7 will not result in the loss of the exclusion from gross income for federal income tax purposes of interest on the Defeased Bonds or the 2026 Refunding Bonds, or the exemption of interest on the Defeased Bonds or the 2026 Refunding Bonds from State of California personal income taxes; then the Escrow Agent shall liquidate, sell or otherwise dispose of the securities in the Escrow Fund for the Defeased Bonds, shall purchase (or retain) the securities or investments described in such revised Schedule C and transfer to the amounts to the 2026 Trustee, free and clear of the lien of this Escrow Agreement, any and all amounts in the Escrow Fund not required for the purchase of the investments described on such Schedule C, for deposit into the Interest Account established under the 2026 Indenture to be used solely for the purpose of paying interest on the 2026 Refunding Bonds, all in accordance with such instructions from the Successor Agency referred to above. The Escrow Agent has no duty to confirm the compliance of such direction with the foregoing conditions.
SECTION 8. Liability of Escrow Agent.
(a) The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Escrow Agreement in compliance with the provisions hereof. The Escrow Agent shall have no lien whatsoever on the Escrow Fund or moneys on deposit therein for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement or otherwise. (b) The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of any moneys deposited into the Escrow Fund or Escrowed Securities purchased at the direction of the Successor Agency to pay the principal and premium, if any, of, and interest on, the Defeased Bonds.
(c) In the event of the Escrow Agent's failure to account for any of the Escrow Fund or moneys received by it, the Escrow Fund or said moneys shall, nevertheless, be and remain in trust for the holders of the Defeased Bonds, as herein provided.
(d) The Escrow Agent undertakes to perform such duties and only such duties as are specifically set forth in this Escrow Agreement, and no implied covenants or obligations shall be read 5 into this Escrow Agreement against the Escrow Agent. Neither the Escrow Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted under this Escrow Agreement or in connection herewith except to the extent caused by the Escrow Agent’s negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, no longer subject to appeal or review. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (e) The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed.
(f) The Escrow Agent shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. In no event shall the Escrow Agent be liable for any special indirect or consequential damages.
(g) The Escrow Agent may consult with counsel of its own choice, and the advice or any opinion of counsel shall be full and complete authorization and protection in respect to any action taken or omitted hereunder in good faith and in accordance with such advice or opinion of counsel. (h) 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 Escrow Agent will, upon written request to the Escrow Agent, furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions made by the Escrow Agent hereunder. (i) The Escrow Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Escrow Agreement and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: email, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Escrow Agent, or another method or system specified by the Escrow Agent as available for use in connection with its services hereunder); provided, however, that the Successor Agency shall provide to the Escrow Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Successor Agency whenever a person is to be added or deleted from the listing. If the Successor Agency elects to give the Escrow Agent Instructions using Electronic Means and the Escrow Agent in its discretion elects to act upon such Instructions, the Escrow Agent’s understanding of such Instructions shall be deemed controlling. The Successor Agency understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of such Instructions and that the Escrow Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Agent have been sent by such Authorized Officer. The Successor Agency shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Agent and that the Successor Agency and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Successor Agency. The Escrow Agent shall 6 not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Successor Agency agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Escrow Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Successor Agency; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures.
(j) No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. (k) The Successor Agency, to the extent permitted by law, covenants to indemnify and hold harmless the Escrow Agent against any loss, liability or expense, including legal fees, incurred in connection with the performance of any of its duties hereunder, except the Escrow Agent shall not be indemnified against any loss, liability or expense resulting from its negligence or willful misconduct.
The indemnity contained herein shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Agent.
SECTION 9. Possible Deficiencies in Escrow Fund.
(a) If at any time the Escrow Agent has actual knowledge that the moneys in the Escrow Fund, including the anticipated proceeds of the Escrowed Securities, will not be sufficient to make all payments required by Section 5 hereof, the Escrow Agent shall notify the Successor Agency in writing as soon as is reasonably practicable, of such fact, the amount of such deficiency and the reason therefor solely to the extent actually known to it; provided, however, the Successor Agency shall have no liability for any deficiency and shall not be required to provide funds to eliminate any such deficiency. (b) The Escrow Agent shall in no manner be responsible or liable for any deficiency in the Escrow Fund.
SECTION 10. Successor Escrow Agent. Any bank, corporation or association into which the Escrow Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or reorganization to which the Escrow Agent shall be a party, or any bank, corporation or association succeeding to all or substantially all of the corporate trust business of the Escrow Agent, shall, if satisfactory to the Successor Agency, be the successor Escrow Agent under this Escrow Agreement without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.
SECTION 11. Transfer of Remaining Funds; Termination. After the payment and redemption of all of the Defeased Bonds pursuant to Section 5, the Escrow Agent shall withdraw any amounts remaining on deposit in the Escrow Fund and transfer such amounts to the 2026 Trustee for 7 deposit into the Interest Account established under the 2026 Indenture to be used solely for the purpose of paying interest on the 2026 Refunding Bonds.
This Escrow Agreement shall terminate when (i) all transfers and payments required to be made by the Escrow Agent under the provisions of Section 5 hereof shall have been made, (ii) any moneys remaining in the Escrow Fund shall have been transferred to the 2026 Trustee as described in the preceding paragraph, and (iii) the Escrow Agent has provided a final statement with respect to the Escrow Fund to the Successor Agency.
SECTION 12. Tax-Exempt Nature of Interest on [2006]/[2011] Bonds. The Successor Agency covenants and agrees for the benefit of the owners of the Defeased Bonds that it will not perform or permit to be performed anything or act in such manner as would cause interest on the Defeased Bonds to be included in the gross income of the recipients thereof for federal income tax purposes under the Internal Revenue Code of 1986, as amended.
SECTION 13. Severability. If any one or more of the covenants and agreements provided in this Escrow Agreement on the part of the Successor Agency or the Escrow Agent should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Escrow Agreement.
SECTION 14. Successors and Assigns. All of the covenants and agreements in this Escrow Agreement contained by or on behalf of the Successor Agency and the Escrow Agent shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not.
SECTION 15. Compensation of Escrow Agent. For acting under this Escrow Agreement, the Escrow Agent shall be entitled to payment of fees for its services and reimbursement of advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Escrow Agent in connection with its services under this Escrow Agreement; however, such amount shall never be payable from or become a lien upon the Escrow Fund, which fund shall be held solely for the purposes and subject to the lien set forth in Section 4 of this Escrow Agreement.
SECTION 16. Governing Law. This Escrow Agreement shall be governed by the applicable laws of the State of California, without regard to conflicts of laws principles thereof.
SECTION 17. Heading. Any headings preceding the text of the several Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Escrow Agreement, nor shall they affect its meaning, construction or effect.
SECTION 18. Counterparts. This Escrow Agreement may be signed in several counterparts, each of which will constitute an original, but all of which shall constitute one and the same instrument.
SECTION 19. Application of Certain Terms of the Indenture. In acting as Escrow Agent hereunder, the Escrow Agent shall be entitled to the provisions of the Indenture relating to the indemnifications, limitations from liability and protections afforded the Trustee, and the provisions for resignation of the Trustee shall be followed in connection with the resignation of the Escrow Agent hereunder. The foregoing provisions are incorporated in this Escrow Agreement as if set forth herein. [Signature Page Follows]
[Signature Page to Escrow Agreement ([2006]/[2011]Bonds)] IN WITNESS WHEREOF, the Successor Agency to the Redevelopment Agency of the City of Santa Monica and U.S. Bank Trust Company, National Association, as Escrow Agent, Trustee, and 2026 Trustee, have caused this Escrow Agreement to be executed by their duly authorized officers as of the date first above written.
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE
CITY OF SANTA MONICA
By:
[Executive Director]
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Escrow Agent, Trustee and 2026 Trustee
By:
Authorized Officer
A-1
SCHEDULE A
DEFEASED [2006]/[2011] Bonds
Maturity Date
(July 1)
Principal
Amount
Interest
Rate
CUSIP
(Base: 802447)
B-1
SCHEDULE B
ESCROWED SECURITIES
C-1
SCHEDULE C
PAYMENT AND REDEMPTION SCHEDULE
Payment
Date Interest
Maturing
Principal
Principal
Redeemed
Total
Payment
D-1
SCHEDULE D
FORM OF NOTICE OF OPTIONAL REDEMPTION
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA
EARTHQUAKE RECOVERY REDEVELOPMENT PROJECT
[2006]/[2011] TAX ALLOCATION [REFUNDING] BONDS[, SERIES A] NOTICE IS HEREBY GIVEN pursuant to the terms of the Indenture of Trust dated as of April 1, 2006, by and between the Successor Agency to the Redevelopment Agency of the City of Santa Monica (the “Successor Agency”) and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”) (as amended and supplemented from time to time, the “Indenture”), that the bonds listed below (the “Bonds”) have been selected for redemption on [Redemption Date] (the “Redemption Date”) at a redemption price (the “Redemption Price”) equal to the principal amount of such Bonds, together with interest accrued to the Redemption Date, without premium.
Maturity Date
(July 1)
Principal
Amount
Interest
Rate
CUSIP
(Base: 802447)
On the Redemption Date, the Redemption Price shall become due and payable on each of the Bonds, and from and after the Redemption Date, interest on the Bonds will cease to accrue. The Bonds are being called for redemption on the Redemption Date pursuant to the provisions of the Indenture.
All Bonds are required to be surrendered to the designated corporate trust office of the Trustee, on the Redemption Date at the following location. If the Bonds are mailed, the use of registered, insured mail is recommended:
[U.S. Bank Trust Company, National Association
Global Corporate Trust
111 Fillmore Avenue E
St. Paul, Minnesota 55107]
For a list of redemption requirements please visit our website at www.usbank.com/corporatetrust and click on the “Bondholder Information” link for Redemption instructions. You may also contact our Bondholder Communications team at 1-800-934-6802 Monday through Friday from 8 AM to 6 PM CST.
D-2
Under the Tax Cuts and Jobs Act of 2017, 24% of the Redemption Price will be withheld if tax identification number is not properly certified. The Form W-9 may be obtained from the Internal Revenue Service.
Neither the Successor Agency nor U.S. Bank Trust Company, National Association shall be held responsible for the selection or use of the CUSIP numbers, nor is any representation made as to its correctness as shown in this notice. It is included solely for convenience of the owners.
Dated: ________, 2026 U.S. Bank Trust Company, National Association, as Trustee
E-1
SCHEDULE E
FORM OF NOTICE OF DEFEASANCE
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA
EARTHQUAKE RECOVERY REDEVELOPMENT PROJECT
[2006]/[2011] TAX ALLOCATION [REFUNDING] BONDS[, SERIES A] NOTICE IS HEREBY GIVEN, pursuant to the Continuing Disclosure Certificate dated _______, [2006]/[2011] (the “Continuing Disclosure Certificate”), executed and delivered by the Successor Agency to the Redevelopment Agency of the City of Santa Monica (the “Successor Agency”) in connection with the issuance and delivery of the above-captioned bonds (the “Bonds”), and an Escrow Agreement ([2006]/[2011]Bonds) dated as of [April 1], 2026, by and between the Successor Agency and U.S. Bank Trust Company, National Association, as Escrow Agent, as trustee for the bonds described therein (the “Trustee”) and 2026 Trustee, the Bonds in the principal amounts set forth in the table below (the “Defeased Bonds”) have been defeased and discharged under and within the meaning of the Indenture of Trust dated as of April 1, 2006, by and between the Successor Agency to the Redevelopment Agency of the City of Santa Monica (the “Successor Agency”) and U.S.
Bank Trust Company, National Association, as successor trustee (the “Trustee”) (as amended and supplemented from time to time, the “Indenture”). The Defeased Bonds consist of the following maturities and amounts:
Maturity Date
(July 1)
Principal
Amount
Interest
Rate
CUSIP
(Base: 802447)
Funds for the payment on [Redemption Date] of the redemption price of the Defeased Bonds have been deposited with the Escrow Agent. The sufficiency of the funds and investments for such purposes has been verified by [Verification Agent].
The Successor Agency has irrevocably elected to redeem the Defeased Bonds on [Redemption Date], at a redemption price equal to the par amount thereof, together with accrued interest thereon to the redemption date, without premium.
Additionally, the Successor Agency’s obligations under the Continuing Disclosure Certificate have terminated as of [Closing Date].
E-2
Neither the Successor Agency nor U.S. Bank Trust Company, National Association shall be held responsible for the selection or use of the CUSIP numbers, nor is any representation made as to its correctness as shown in this notice. It is included solely for convenience of the owners.
Dated: ________, 2026 U.S. Bank Trust Company, National Association, as Trustee