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HomeMy WebLinkAbout7/26/2017 - STAFF REPORTS - 5.D. SUPP FIRST SUPPLEMENT TO INDENTURE OF TRUST This FIRST SUPPLEMENT TO INDENTURE OF TRUST (this "First Supplement'), dated as of September 1, 2017, Is between the SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee under the hereinafter defined 2014 Bond Indenture (the "Trustee"); W ITNESSETH: WHEREAS, the Community Redevelopment Agency of the City of Palm Springs (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 'Redevelopment Law"); and WHEREAS, redevelopment plans for the redevelopment project areas designated "Palm Springs Merged Redevelopment Project No. 1" and "Palm Springs Merged Redevelopment Project No. 2" in the City of Palm Springs, California, were adopted in compliance with all requirements of the Redevelopment Law; and WHEREAS, pursuant to Section 34172(a)of the California Health and Safety Code (the "Code"), the Former Agency has been dissolved and no longer exists as a public body, corporate and politic, and the Successor Agency has become the successor entity to the Former Agency; and WHEREAS, prior to the dissolution of the Former Agency, the Former Agency previously issued its $12,770,000 aggregate principal amount of Community Redevelopment Agency of the City of Palm Springs Merged Project No. 1 Tax Allocation Bonds, 2007 Series A(the "2007 Series A Bonds"); and WHEREAS, Section 34177.5(a)(1) of the Code authorizes the Successor Agency to undertake proceedings for the refunding of outstanding bonds and other obligations of the Former Agency in order to achieve debt service savings within the parameters set forth in Section 34177.5(a)(1), and to issue bonds for such purpose 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"); and WHEREAS, the Successor Agency has determined, based on current conditions in the municipal bond market, that it will achieve debt service savings by refunding the 2007 Series A Bonds in compliance with the requirement of Section 34177.5(a)(1) of the Code; and WHEREAS, the Successor Agency has previously issued its $15,635,000 aggregate principal amount of Successor Agency to the Palm Springs Community Redevelopment Agency 2014 Subordinate Tax Allocation Refunding Bonds (the "2014 Bonds") for the purpose of refunding outstanding bonds of the Former Agency, pursuant to an Indenture of Trust dated as of July 1, 2014 (the "2014 Bond Indenture"), between the Successor Agency and the Trustee; and WHEREAS, the Successor Agency proposes to achieve the potential debt service savings evidenced by the Debt Service Savings Analysis with respect to the refunding of the 2007 Series A Bonds by the issuance of its Successor Agency to the Palm Springs Community Redevelopment Agency Tax Allocation Refunding Parity Bonds, 2017 Series A (the "2017 Series A Refunding Bonds"), on a parity with the 2014 Bonds, pursuant to the Law, the Refunding Law and this First Supplement; and WHEREAS, the 2014 Bond Indenture permits the issuance of Parity Debt (within the meaning of the 2014 Bond Indenture) payable from Tax Revenues (as defined in the 2014 Bond Indenture) on a parity with the 2014 Bonds, subject to certain terms and conditions; WHEREAS, this First Supplement is entered into pursuant to and in accordance with the provisions of Section 5.02 and Section 7.01(e) of the 2014 Bond Indenture for the purpose of prescribing the terms and conditions applicable to the issuance of the 2017 Series A Refunding Bonds as Parity Debt under the 2014 Bond Indenture, and for the purposes of amending and supplementing the 2014 Bond Indenture with respect thereto; and WHEREAS, the Successor Agency has certified that all acts and proceedings required by law necessary to make the 2017 Series A Refunding Bonds, when executed by the Successor Agency, authenticated and delivered by the Trustee, and duly issued, the valid, binding and legal special obligations of the Successor Agency, and to constitute this First Supplement a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the First Supplement have been in all respects duly authorized. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto do hereby agree as follows: SECTION 1. Supplement to 2014 Bond Indenture. In accordance with the provisions of Section 7.01(e) of the 2014 Bond Indenture, the 2014 Bond Indenture is hereby amended by adding a supplement thereto consisting of a new article to be designated as Article X. Such Article X shall read in its entirety as follows: ARTICLE X 2017 SERIES A REFUNDING BONDS Section 10.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Article but not for any other purposes of this Indenture, have the respective meanings specified in this Section. All terms defined in Section 1.02 and not otherwise defined in this Section shall, when used in this Article X, have the respective meanings given to such terms in Section 1.02. -2- "Article V means this Article X which has been incorporated in and made a part of this Indenture pursuant to the First Supplement, together with all amendments of and supplements to this Article X entered into pursuant to the provisions of Section 7.01. "Bond Year" means the one-year period beginning on September 2 in any year and ending on the next succeeding September 1, both dates inclusive, except that, with respect to the 2017 Series A Refunding Bonds, the first Bond Year shall begin on the Closing Date and end on September 1, 2018. "Closing Date" means the date on which the 2017 Series A Refunding Bonds are delivered to the Original Purchaser. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate relating to the 2017 Series A Refunding Bonds executed by the Successor Agency and dated the date of issuance and delivery of the 2017 Series A Refunding Bonds, 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 2017 Series A Refunding Bonds, including but not limited to printing expenses, rating agency fees, municipal bond insurance and surety bond premiums, filing and recording fees, initial fees, expenses and charges of the Trustee, and its counsel, including the Trustee's first annual administrative fee, fees, charges and disbursements of attorneys, financial advisors, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the 2017 Series A Refunding Bonds and any other cost, charge or fee in connection with the original issuance of the 2017 Series A Refunding Bonds. "Costs of Issuance Fund" means the fund by that name established and held by the Trustee pursuant to Section 10.07. "Defeasance Obligations" means, with respect to the 2017 Series A Refunding Bonds, cash and non-callable Federal Securities. "Escrow Agreement" means the Escrow Agreement dated as of the Closing Date, between the Successor Agency and the Escrow Bank, relating to the redemption of the 2007 Series A Bonds in full. "Escrow Bank" means U.S. Bank National Association, as escrow bank under the Escrow Agreement. "First Supplement" means the First Supplement to Indenture of Trust, dated as of September 1, 2017, between the Successor Agency and the Trustee, as the same may be amended from time to time in accordance with the terms of the 2014 Bond Indenture. "Interest Payment Date" means March 1, 2018, and each March 1 and September 1 in each year thereafter so long as any of the 2017 Series A Refunding Bonds remain Outstanding. -3- "Original Purchaser"means Stifel, Nicolaus&Company, Inc., as the first purchaser of the 2017 Series A Refunding Bonds. "Participating Underwriter" has the meaning ascribed thereto in the Continuing Disclosure Certificate. "2014 Bonds" means the $15,635,000 aggregate original principal amount of Successor Agency to the Palm Springs Community Redevelopment Agency 2014 Subordinate Tax Allocation Refunding Bonds authorized and issued pursuant to Section 2.01. "2014 Bond Indenture" means the Indenture of Trust, dated as of July 1, 2014, between the Successor Agency and the Trustee, as the same may be amended from time to time in accordance with the terms thereof. "Refunding Law" means Article 11 (commencing with Section 53580) of Chapter 3 of Division 2 of Title 5 of the Government Code of the State of California, and the acts amendatory thereof and supplemented thereto. "Tax 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. "Term 2017 Series A Refunding Bonds" means the 2017 Series A Refunding Bonds maturing on September 1 in each of the years °2007 Series A Bonds" means the $12,770,000 aggregate original principal amount of Community Redevelopment Agency of the City of Palm Springs Merged Project No. 1 Tax Allocation Bonds, 2007 Series A which have been issued by the Former Agency. "2017 Series A Refunding Bonds" means the Bonds which are authorized to be issued pursuant to Section 10.02. Section 10.02. Authorization of 2017 Series A Refunding Bonds. The Successor Agency hereby authorizes the issuance of the 2017 Series A Refunding Bonds under the Refunding Law, for the purpose of providing funds to refinance the outstanding 2007 Series A Bonds. The 2017 Series A Refunding Bonds shall be issued as Parity Debt in the aggregate principal amount of $ . This Indenture constitutes a continuing agreement with the Owners of all of the 2017 Series A Refunding Bonds issued hereunder and at any time Outstanding to secure the full and final payment of principal of and premium, if any, and interest on all 2017 Series A Refunding Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. The 2017 Series A Refunding Bonds shall be designated the "Successor Agency to the Palm Springs Community Redevelopment Agency Tax Allocation Refunding Parity Bonds, 2017 Series A°. -4- Section 10.03. Terms of 2017 Series A Refunding Bonds. The 2017 Series A Refunding Bonds shall be dated as of the Closing Date, and shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof and shall be subject to the book entry system provisions of Section 2.10. The 2017 Series A Refunding Bonds shall mature on September 1 in each of the years and in the respective principal amounts, and shall bear interest which is payable on each Interest Payment Date in the respective amounts, as set forth in the following table. Maturity Principal Interest (September 1) Amount Rate Interest on the 2017 Series A Refunding Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a 2017 Series A Refunding Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest Payment Date, (ii) a 2017 Series A Refunding Bond is authenticated on or before the first Record Date with respect to the 2017 Series A Refunding Bonds, in which event interest thereon shall be payable from the Closing Date, or(iii) interest on any 2017 Series A Refunding Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has been paid or made available for payment, payable on each Interest Payment Date. Interest shall be paid on each Interest Payment Date to the persons in whose names the ownership of the 2017 Series A Refunding Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date. Interest on any 2017 Series A Refunding Bond which is not punctually paid or duly provided for on any Interest Payment Date shall be payable to the person in whose name the ownership of such 2017 Series A Refunding Bond is registered on the Registration Books at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice of which shall be given to such Owner not less than ten days prior to such special record date. Interest on the 2017 Series A Refunding Bonds shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Owners of the 2017 Series A Refunding Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date; provided, however, that at the written request of the Owner of 2017 Series A Refunding Bonds in an aggregate principal amount of at least $1,000,000, which written request is on file with the Trustee prior to any Record Date, interest on such 2017 Series A Refunding Bonds shall be paid on each succeeding Interest Payment Date by wire transfer in immediately available funds to such account within the United States of America as shall be specified in such written request. The principal of the 2017 Series A Refunding Bonds and any redemption premium shall be payable in lawful money of the United States of America by check of the Trustee upon presentation and surrender thereof to the Trustee. Section 10.04. Redemption. The 2017 Series A Refunding Bonds shall be subject to redemption prior to maturity as provided in this Section. -5- (a) Optional Redemption. The 2017 Series A Refunding Bonds maturing September 1, 20_, shall not be subject to redemption prior to maturity. The 2017 Series A Refunding Bonds maturing September 1, 20_, shall be subject to redemption in whole, or in part among maturities on such basis as shall be designated in a Request of the Successor Agency filed with the Trustee, and in any case by lot within a maturity, on any date on or after September 1, 20, at the option of the Successor Agency from any available source of funds, at a redemption price equal to 100% of the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium. The Successor Agency shall be required to give the Trustee written notice of its intention to redeem 2017 Series A Refunding Bonds under this subsection (a), and the manner of selecting such 2017 Series A Refunding Bonds for redemption from among the maturities thereof, at least 45 days prior to the date fixed for such redemption, or such later date as may be acceptable to the Trustee. The Successor Agency shall have the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any such notice of optional redemption shall be canceled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2017 Series A Refunding Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The Successor Agency and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent. (b) Mandatory Sinking Fund Redemption. The Term 2017 Series A Refunding Bonds shall be subject to mandatory redemption in part by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on September 1 in the respective years as set forth in the following table; provided, however, that if some but not all of the Term 2017 Series A Refunding Bonds have been redeemed under subsection (a)of this Section,the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of the Term 2017 Series A Refunding Bonds so redeemed, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of$5,000 (as set forth in a schedule provided by the Authority to the Trustee). Sinking Account Principal Amount Redemption Date To Be Redeemed or (September 1) Purchased (ii) In lieu of redemption of the Term 2017 Series A Refunding Bonds pursuant to this subsection (b), amounts on deposit in the Debt Service Fund (to the extent not required to be transferred by the Trustee pursuant to Section 4.03 during the current Bond Year) may also be used and withdrawn by the Successor -6- Agency at any time for the purchase of such Term 2017 Series A Refunding Bonds at public or private sale as and when and at such prices (including brokerage and other charges and including accrued interest) as the Successor Agency may in its discretion determine. The par amount of any of such Term 2017 Series A Refunding Bonds so purchased by the Successor Agency in any twelve-month period ending on July 1 in any year shall be credited towards and shall reduce the par amount of such Term 2017 Series A Refunding Bonds required to be redeemed pursuant to this subsection (b) on the next succeeding September 1. "Pro rata"among Owners as referred to in this Section means, with respect to the allocation of amounts to be redeemed, the application to such amounts of a fraction, the numerator of which is equal to the amount of the specific maturity of 2017 Series A Refunding Bonds held by an Owner, and the denominator of which is equal to the total amount of such maturity of such 2017 Series A Refunding Bonds then Outstanding. (c) Redemption Procedures. Except as provided in this Section to the contrary, the redemption procedures and other provisions of Section 2.03 shall apply to the redemption of the 2017 Series A Refunding Bonds. Section 10.05. Form and Execution of 2017 Series A Refunding Bonds, CUSIP Numbers. The 2017 Series A Refunding Bonds, the form of Trustee's Certificate of Authentication, and the form of Assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit B attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture. The Bonds shall be executed on behalf of the Successor Agency by the signature of the City Manager and the signature of the City Clerk who are in office on the date of execution and delivery of this Indenture or at any time thereafter. Either or both of such signatures may be made manually or may be affixed by facsimile thereof. If any officer whose signature appears on any 2017 Series A Refunding Bond ceases to be such officer before delivery of the 2017 Series A Refunding Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the 2017 Series A Refunding Bonds to the purchaser. Any 2017 Series A Refunding 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 2017 Series A Refunding Bond shall be the proper officers of the Successor Agency although on the date of such 2017 Series A Refunding Bond any such person shall not have been such officer of the Successor Agency. Only such of the 2017 Series A Refunding Bonds as shall bear thereon a Certificate of Authentication in the form set forth in Exhibit B, 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 of the Trustee shall be conclusive evidence that such 2017 Series A Refunding Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. The Trustee and the Successor Agency shall not be liable for any omission, defect or inaccuracy in the CUSIP number that appears on any 2017 Series A Refunding Bond or in any redemption notice. The Trustee may, in its discretion, include in any redemption -7- notice a statement to the effect that the CUSIP numbers on the 2017 Series A Refunding Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Owners and that neither the Trustee nor the Successor Agency shall be liable for any inaccuracies in such numbers. Section 10.06. Deposit and Application of Proceeds. On the Closing Date, the Trustee shall deposit the proceeds of the 2017 Series A Refunding Bonds into a temporary account deposit called the Proceeds Fund which the Trustee shall establish, maintain and hold in trust and which shall be disbursed in full on the Closing Date (whereupon said temporary account shall be closed) which shall be deposited or transferred as follows: (a) The Trustee shall deposit the amount of $ in the Costs of Issuance Fund. (b) The Trustee shall transfer the amount of $ constituting the remainder of the 2017 Series A Refunding Bond proceeds, to the Escrow Bank for deposit and application in accordance with the Escrow Agreement. The Successor Agency hereby covenants that as a result of the deposit and application of the proceeds of the 2017 Series A Refunding Bonds under the Escrow Agreement, the 2007 Series A Bonds will be refunded and defeased on the Closing Date under and in accordance with the documents authorizing the issuance thereof, and the 2007 Series A Bonds will cease to be secured by and payable from the Tax Revenues. Section 10.07. Costs of Issuance Fund. There is hereby established a separate fund to be known as the "2017 Series A Refunding Bonds Costs of Issuance Fund" which shall be held by the Trustee in trust. The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Successor Agency stating (a)the person to whom payment is to be made, (b) the amount to be paid, (c)the purpose for which the obligation was incurred, (d) that such payment is a proper charge against the Costs of Issuance Fund, and (e) that such amounts have not been the subject of a prior Written Request of the Successor Agency; in each case together with a statement or invoice for each amount requested thereunder. On the earlier of six months from the Closing Date, or the date of receipt by the Trustee of a Written Request of the Successor Agency therefor, all amounts (if any) remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and be deposited in the Redevelopment Fund. Section 10.08. Security for 2017 Series A Refunding Bonds. The 2017 Series A Refunding Bonds shall be Parity Debt within the meaning of such term in Section 5.02 and shall be 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 Property Tax Trust Fund or in the Special Fund (if applicable), in the manner and to the extent set forth in Article IV, on a parity with all other Bonds issued under this Indenture, including the 2014 Bonds. The Successor Agency covenants that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such further acts, instruments and transfers as may be required for the better securing, assuring, continuing, transferring, conveying, pledging, assigning and confirming unto the Owners of the 2017 Series A Refunding Bonds or the Trustee for the Owners of the 2017 Series A Refunding Bonds, -8- the Tax Revenues and any other collateral pledged to the payment of the principal of, premium, if any, and interest on the 2017 Series A Refunding Bonds. Except to the extent it is exempt therefrom, the Successor Agency will pay or cause to be paid all filing fees incident to such filing and all expenses incident to the preparation, execution and acknowledgment of such instruments of further assurance, and all federal or State fees and other similar fees, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of such instruments of further assurance. Section 10.09. 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 considered an Event of Default; however, any Participating Underwriter or any holder or beneficial owner of the 2017 Series A Refunding 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. Section 10.10. Benefits Limited to Parties. Nothing in this Article X, expressed or implied, is intended to give to any person other than the Successor Agency, the Trustee, the Insurer and the Owners of the 2017 Series A Refunding Bonds, any right, remedy, claim under or by reason of this Article X. Any covenants, stipulations, promises or agreements in this Article X contained by and on behalf of the Successor Agency shall be for the sole and exclusive benefit of the Trustee, the Insurer and the Owners of the 2017 Series A Refunding Bonds. Section 10.11. Federal Tax Covenants. (a) Generally. The Successor Agency may not take any action or permit to be taken any action within its control which would cause or which, with the passage of time if not cured would cause, interest on the 2017 Series A Refunding Bonds to become includable in gross income for federal income tax purposes. (b) Private Activity Bond Limitation. The Successor Agency shall assure that the proceeds of the 2017 Series A Refunding Bonds are not used in a manner which would cause the 2017 Series A Refunding Bonds to become "private activity bonds" within the meaning of Section 141(a) of the Tax Code or to meet the private loan financing test of Section 141(c) of the Tax Code. (c) Federal Guarantee Prohibition. The Successor Agency may not take any action or permit or suffer any action to be taken if the result of the same would be to cause the 2017 Series A Refunding Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Tax Code. (d) 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 2017 Series A Refunding Bond proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date, would have caused the 2017 Series A Refunding Bonds to be "arbitrage bonds"within the meaning of Section 148 of the Tax Code. -9- (e) Rebate of Excess Investment Earnings. The Successor Agency shall calculate or cause to be calculated all amounts of excess investment earnings with respect to the 2017 Series A Refunding Bonds which are required to be rebated to the United States of America under Section 148(f) of the Tax Code, at the times and in the manner required under the Tax Code. The Successor Agency shall pay when due an amount equal to excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required under the Tax Code, such payments to be made from any source of legally available funds of the Successor Agency. The Successor Agency shall keep or cause to be kept, and retain or cause to be retained for a period of six years following the retirement of the 2017 Series A Refunding Bonds, records of the determinations made under this subsection (e). The Trustee has no duty to monitor the compliance by the Successor Agency with any of the covenants contained in this Section. Section 10.12. Effect of this Article X. Except as in this Article X expressly provided or except to the extent inconsistent with any provision of this Article X, the 2017 Series A Refunding Bonds shall be deemed to be Bonds under and within the meaning of Section 1.02, and every term and condition contained in the other provisions of this Indenture shall apply to the 2017 Series A Refunding Bonds with full force and effect, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Article X. Section 10.13. Further Assurances. The Successor Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the 2017 Series A Refunding Bonds and the rights and benefits provided in this Indenture. SECTION 2. Supplement to 2014 Bond Indenture. In accordance with the provisions of Section 7.01(c) of the 2014 Bond Indenture, the 2014 Bond Indenture is hereby amended by replacing Section 5.08. Such Section 5.08 shall read in its entirety as follows: 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, not later than each February 1, the Successor Agency shall submit to the Oversight Board and the State Department of Finance, a Recognized Obligation Payment Schedule that includes the following: For the semiannual period ending each June 30, the Recognized Obligation Payment Schedule which includes such period shall request the payment to the Successor Agency of an amount of Tax Revenues which is at least equal to the following: (a) 100% of the amount of principal of and interest on the Senior Bonds coming due and payable on the next succeeding March 1 and September 1, (b) 100% of the amount of interest on the Bonds and all Outstanding Parity Bonds coming due and payable on the next succeeding March 1, (c) 100% of the amount of principal on the Bonds and all Outstanding Parity Bonds -10- coming due and payable on the next succeeding September 1, (d) any amount then required to replenish the full amount of the Reserve Requirement in the Reserve Account and to replenish the amount in any reserve account established for outstanding Senior Bonds or Parity Bonds; and (e) any amount then required to make payments due to the Bond Insurer in respect of the Policy or the Reserve Policy. For the semiannual period ending each December 31, the Recognized Obligation Payment Schedule which includes such period shall request the payment to the Successor Agency of an amount of Tax Revenues which is at least equal to the following: (a) 100% of the interest due on the Bonds and all Outstanding Parity Bonds coming due and payable on the next succeeding September 1, (b) the remaining principal due on the Bonds and all Outstanding Parity Bonds coming due and payable on the next succeeding September 1 and not reserved in the period ending June 30; and (c) reserves and amounts due to any bond insurer as described under (d) and (e) above. The Recognized Obligation Debt Service Payment Schedule shall not be amended except by a Supplemental Indenture entered into pursuant to Article VI I. The Successor Agency shall place on the applicable Recognized Obligation Payment Schedule for approval by the Oversight Board and State Department of Finance, to the extent necessary, any amount required to be held by the Successor Agency as a reserve until the next six-month period, as contemplated by paragraph (1)(A) of subdivision (d) of Section 34171 of the Law and any amount required to be deposited in the Reserve Account(including any Reserve Insurance Policy Costs then due the Insurer) in order to maintain in the Reserve Account the amount of the Reserve Requirement, as required by Section 4.03(d). In addition, the Successor Agency covenants that it shall, on or before December 1 of each year, file a Notice of Insufficiency with the County Auditor-Controller if the amount of Tax Revenues available to the Successor Agency from the Redevelopment Property Tax Trust Fund for transfer to the Redevelopment Obligation Retirement Fund on the upcoming January 2 is insufficient to fully fund all required amounts payable from the Redevelopment Obligation Retirement Fund during the next succeeding Semiannual Period. The. Successor Agency covenants that on or before May 1 of each year, it shall file a Notice of Insufficiency with the County Auditor-Controller if the amount of Tax Revenues available to the Successor Agency from the Redevelopment Property Tax Trust Fund for transfer to the Redevelopment Obligation Retirement Fund on the upcoming July 1 is insufficient to fully fund all required amounts payable from the Redevelopment Obligation Retirement Fund during the next succeeding Semiannual Period. IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, has caused this First Supplement to be signed in its name by the City Manager and attested by the City Clerk, and U.S. BANK NATIONAL ASSOCIATION in token of its acceptance of the trusts created hereunder, has -11- 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 PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY By: City Manager ATTEST: City Clerk U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer -12- APPENDIX A EXHIBIT B TO INDENTURE (FORM OF REFUNDING BOND) No. $ SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY TAX ALLOCATION REFUNDING PARITY BONDS, 2017 SERIES A INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: September 1, REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY 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 (subject to any right of prior redemption hereinafter provided for), 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, 2018, 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, 2018 (each an "Interest Payment Date"), calculated on the basis of 360-day year comprised of twelve 30-day months. Principal hereof and premium, if any, upon early redemption hereof are payable upon surrender of this Bond at the principal corporate trust office of U.S. Bank National Association, Los Angeles, California, 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 or earlier redemption hereof) is Appendix A-1 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. This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as "Successor Agency to the Palm Springs Community Redevelopment Agency Tax Allocation Refunding Parity Bonds, 2017 Series A" (the "Bonds"), of 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, redemption and other provisions) and all issued pursuant to the provisions of the Law (as defined in the Indenture), 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 September 1, 2017, entered into by and between the Successor Agency and the Trustee (the "Indenture"), authorizing the issuance of the Bonds. Additional bonds, or other obligations may be issued senior to or on a parity with the Bonds, but only subject to the terms of the Indenture. 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 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 refinance certain redevelopment activities undertaken with respect to its Project Areas (as defined in the Indenture), to fund a reserve account for the Bonds 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 and redemption premium, if any, 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 or redemption of, including any premium upon early redemption, and for the security and payment of interest on, the Bonds. The Bonds and any parity debt shall be additionally secured at all times by a pledge of, security interest in and lien upon Tax Revenues in the Redevelopment Property Tax Trust Fund established pursuant to the Law and administered by the Riverside County Auditor-Controller for the Successor Agency, subject to the prior rights of the Senior Obligations (as defined in the Indenture) and by a first pledge of, security interest in and lien upon all of the moneys on the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account, the Reserve Account and the Redemption Account (as such terms are defined in the Indenture). Appendix A-2 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 or redemption premium, if any, on the Bonds. The Bonds maturing on or before September 1, 20_, are not subject to optional redemption prior to maturity. The Bonds maturing on and after September 1, 20_, are subject to redemption, at the option of the Successor Agency on any date on or after September 1, 20_, as a whole or in part, by such maturities as shall be determined by the Successor Agency, and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. The Bonds maturing on September 1, 20_ are subject to mandatory redemption in part by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on September 1 in the respective years as set forth in the following table; provided, however, that if some but not all of the Term Bonds have been redeemed under the redemption provision described in the preceding paragraph, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of the Term Bonds so redeemed, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of$5,000 (as set forth in a schedule provided by the City to the Trustee). Sinking Fund Redemption Date Principal Amount (September 1) To Be Redeemed As provided in the Indenture, notice of redemption shall be given by first class mail no less than 20 nor more than 60 days prior to the redemption date to the respective registered owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books maintained by the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. The Successor Agency has the right to rescind any notice of the optional redemption of Bonds by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default. The Successor Agency and the Trustee have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under the Indenture. Appendix A-3 If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. 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. 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 Trustee may refuse to transfer or exchange (a) any Bond during the fifteen (15)days prior to the date established for the selection of Bonds for redemption, or(b)any Bond selected for redemption. 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, interest or redemption premium (if any) 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 Palm Springs, the State of California, or any of its political subdivisions, and neither said City, said State, nor any of its political Appendix A-4 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. Appendix A-5 IN WITNESS WHEREOF, the Successor Agency to the Palm Springs Community Redevelopment Agency has caused this Bond to be executed in its name and on its behalf with the facsimile signature of the City Manager and attested by the facsimile signature of the City Clerk, all as of the Dated Date set forth above. SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY By: City Manager ATTEST: City Clerk ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto whose address and social security or other tax identifying number is the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises. Dated: Signature Guaranteed: Note: Signature guarantee shall be made by a Note: The signature(s) on this Assignment must guarantor institution participating in the Securities correspond with the name(s)as written on the face of the Transfer Agents Medallion Program or in such other within Bond in every particular without alteration or guarantee program acceptable to the Trustee. enlargement or any change whatsoever. Appendix A-6 SECOND SUPPLEMENT TO INDENTURE OF TRUST This SECOND SUPPLEMENT TO INDENTURE OF TRUST (this "Second Supplement"), dated as of September 1,2017, is between the SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic duly organized and existing under the laws of the State of California (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee under the hereinafter defined 2014 Bond Indenture (the "Trustee"); WITNESSETH: WHEREAS, the Community Redevelopment Agency of the City of Palm Springs (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 "Redevelopment Law"); and WHEREAS, redevelopment plans for the redevelopment project areas designated "Palm Springs Merged Redevelopment Project No. 1" and "Palm Springs Merged Redevelopment Project No. 2" in the City of Palm Springs, California, were adopted in compliance with all requirements of the Redevelopment Law; and WHEREAS, pursuant to Section 34172(a)of the California Health and Safety Code (the "Code"), the Former Agency has been dissolved and no longer exists as a public body, corporate and politic, and the Successor Agency has become the successor entity to the Former Agency; and WHEREAS, prior to the dissolution of the Former Agency, the Former Agency previously issued its $6,495,000 aggregate principal amount of Community Redevelopment Agency of the City of Palm Springs Merged Project No. 2 Taxable Tax Allocation Bonds, 2007 Series C (the "2007 Series C Bonds"); and WHEREAS, Section 34177.5(a)(1) of the Code authorizes the Successor Agency to undertake proceedings for the refunding of outstanding bonds and other obligations of the Former Agency in order to achieve debt service savings within the parameters set forth in Section 34177.5(a)(1), and to issue bonds for such purpose 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'); and WHEREAS, the Successor Agency has determined, based on current conditions in the municipal bond market, that it will achieve debt service savings by refunding the 2007 Series C Bonds in compliance with the requirement of Section 34177.5(a)(1) of the Code; and WHEREAS, the Successor Agency has previously issued its $15,635,000 aggregate principal amount of Successor Agency to the Palm Springs Community Redevelopment Agency 2014 Subordinate Tax Allocation Refunding Bonds (the "2014 Bonds") for the purpose of refunding outstanding bonds of the Former Agency, pursuant to an Indenture of Trust dated as of July 1, 2014 (the "2014 Bond Indenture"), between the Successor Agency and the Trustee; and WHEREAS, the Successor Agency proposes to achieve the potential debt service savings evidenced by the Debt Service Savings Analysis with respect to the refunding of the 2007 Series C Bonds by the issuance of its Successor Agency to the Palm Springs Community Redevelopment Agency Taxable Tax Allocation Refunding Parity Bonds, 2017 Series B (the "2017 Series B Refunding Bonds"), on a parity with the 2014 Bonds, pursuant to the Law, the Refunding Law and this Second Supplement; and WHEREAS, the 2014 Bond Indenture permits the issuance of Parity Debt (within the meaning of the 2014 Bond Indenture) payable from Tax Revenues (as defined in the 2014 Bond Indenture) on a parity with the 2014 Bonds, subject to certain terms and conditions; WHEREAS, this Second Supplement is entered into pursuant to and in accordance with the provisions of Section 5.02 and Section 7.01(e) of the 2014 Bond Indenture for the purpose of prescribing the terms and conditions applicable to the issuance of the 2017 Series B Refunding Bonds as Parity Debt under the 2014 Bond Indenture, and for the purposes of amending and supplementing the 2014 Bond Indenture with respect thereto; and WHEREAS, the Successor Agency has certified that all acts and proceedings required by law necessary to make the 2017 Series B Refunding Bonds, when executed by the Successor Agency, authenticated and delivered by the Trustee, and duly issued, the valid, binding and legal special obligations of the Successor Agency, and to constitute this Second Supplement a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Second Supplement have been in all respects duly authorized. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto do hereby agree as follows: SECTION 1. Supplement to 2014 Bond Indenture. In accordance with the provisions of Section 7.01(e) of the 2014 Bond Indenture, the 2014 Bond Indenture is hereby amended by adding a supplement thereto consisting of a new article to be designated as Article XI. Such Article XI shall read in its entirety as follows: ARTICLE XI 2017 SERIES B REFUNDING BONDS Section 11.01. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Article but not for any other purposes of this Indenture, have the respective meanings specified in this Section. All terms defined in Section 1.02 and not otherwise defined in this Section shall, when used in this Article XI, have the respective meanings given to such terms in Section 1.02. -2- "Article XI" means this Article XI which has been incorporated in and made a part of this Indenture pursuant to the Second Supplement, together with all amendments of and supplements to this Article XI entered into pursuant to the provisions of Section 7.01. "Bond Year" means the one-year period beginning on September 2 in any year and ending on the next succeeding September 1, both dates inclusive, except that, with respect to the 2017 Series B Refunding Bonds, the first Bond Year shall begin on the Closing Date and end on September 1, 2018. "Closing Date" means the date on which the 2017 Series B Refunding Bonds are delivered to the Original Purchaser. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate relating to the 2017 Series B Refunding Bonds executed by the Successor Agency and dated the date of issuance and delivery of the 2017 Series B Refunding Bonds, 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 2017 Series B Refunding Bonds, including but not limited to printing expenses, rating agency fees, municipal bond insurance and surety bond premiums, filing and recording fees, initial fees, expenses and charges of the Trustee, and its counsel, including the Trustee's first annual administrative fee, fees, charges and disbursements of attorneys, financial advisors, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the 2017 Series B Refunding Bonds and any other cost, charge or fee in connection with the original issuance of the 2017 Series B Refunding Bonds. "Costs of Issuance Fund" means the fund by that name established and held by the Trustee pursuant to Section 11.07. "Defeasance Obligations" means, with respect to the 2017 Series B Refunding Bonds, cash and non-callable Federal Securities. "Escrow Agreement" means the Escrow Agreement dated as of the Closing Date, between the Successor Agency and the Escrow Bank, relating to the redemption of the 2007 Series C Bonds in full. "Escrow Bank" means U.S. Bank National Association, as escrow bank under the Escrow Agreement. "Second Supplement" means the Second Supplement to Indenture of Trust, dated as of September 1, 2017, between the Successor Agency and the Trustee, as the same may be amended from time to time in accordance with the terms of the 2014 Bond Indenture. "Interest Payment Date" means March 1, 2018, and each March 1 and September 1 in each year thereafter so long as any of the 2017 Series B Refunding Bonds remain Outstanding. -3- "Original Purchaser" means Stifel, Nicolaus& Company, Inc., as the first purchaser of the 2017 Series B Refunding Bonds. "Participating Underwriter' has the meaning ascribed thereto in the Continuing Disclosure Certificate. "2014 Bonds" means the $15,635,000 aggregate original principal amount of Successor Agency to the Palm Springs Community Redevelopment Agency 2014 Subordinate Tax Allocation Refunding Bonds authorized and issued pursuant to Section 2.01. "2014 Bond Indenture" means the Indenture of Trust, dated as of July 1, 2014, between the Successor Agency and the Trustee, as the same may be amended from time to time in accordance with the terms thereof. "Refunding Law" means Article 11 (commencing with Section 53580) of Chapter 3 of Division 2 of Title 5 of the Government Code of the State of California, and the acts amendatory thereof and supplemented thereto. "Term 2017 Series B Refunding Bonds" means the 2017 Series B Refunding Bonds maturing on September 1 in each of the years "2007 Series C Bonds" means the $6,495,000 aggregate original principal amount of City of Palm Springs Merged Project No. 2 Taxable Tax Allocation Bonds, 2007 Series C which have been issued by the Former Agency. "2017 Series B Refunding Bonds" means the Bonds which are authorized to be issued pursuant to Section 11.02. Section 11.02. Authorization of 2017 Series B Refunding Bonds. The Successor Agency hereby authorizes the issuance of the 2017 Series B Refunding Bonds under the Refunding Law, for the purpose of providing funds to refinance the outstanding 2007 Series C Bonds. The 2017 Series B Refunding Bonds shall be issued as Parity Debt in the aggregate principal amount of $ . This Indenture constitutes a continuing agreement with the Owners of all of the 2017 Series B Refunding Bonds issued hereunder and at any time Outstanding to secure the full and final payment of principal of and premium, if any, and interest on all 2017 Series B Refunding Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. The 2017 Series B Refunding Bonds shall be designated the "Successor Agency to the Palm Springs Community Redevelopment Agency Taxable Tax Allocation Refunding Parity Bonds, 2017 Series B". Section 11.03. Terms of 2017 Series B Refunding Bonds. The 2017 Series B Refunding Bonds shall be dated as of the Closing Date, and shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof and shall be subject to the book entry system provisions of Section 2.10. The 2017 Series B Refunding Bonds shall mature on September 1 in each of the years and in the respective principal amounts, and shall bear interest which is payable on each Interest Payment Date in the respective amounts, as set forth in the following table. -4- Maturity Principal Interest (September 1) Amount Rate Interest on the 2017 Series B Refunding Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a 2017 Series B Refunding Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest Payment Date, (ii) a 2017 Series B Refunding Bond is authenticated on or before the first Record Date with respect to the 2017 Series B Refunding Bonds, in which event interest thereon shall be payable from the Closing Date, or(iii) interest on any 2017 Series B Refunding Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has been paid or made available for payment, payable on each Interest Payment Date. Interest shall be paid on each Interest Payment Date to the persons in whose names the ownership of the 2017 Series B Refunding Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date. Interest on any 2017 Series B Refunding Bond which is not punctually paid or duly provided for on any Interest Payment Date shall be payable to the person in whose name the ownership of such 2017 Series B Refunding Bond is registered on the Registration Books at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice of which shall be given to such Owner not less than ten days prior to such special record date. Interest on the 2017 Series B Refunding Bonds shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Owners of the 2017 Series B Refunding Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date; provided, however, that at the written request of the Owner of 2017 Series B Refunding Bonds in an aggregate principal amount of at least $1,000,000, which written request is on file with the Trustee prior to any Record Date, interest on such 2017 Series B Refunding Bonds shall be paid on each succeeding Interest Payment Date by wire transfer in immediately available funds to such account within the United States of America as shall be specified in such written request. The principal of the 2017 Series B Refunding Bonds and any redemption premium shall be payable in lawful money of the United States of America by check of the Trustee upon presentation and surrender thereof to the Trustee. Section 11.04. Redemption. The 2017 Series B Refunding Bonds shall be subject to redemption prior to maturity as provided in this Section. (a) Optional Redemption. The 2017 Series B Refunding Bonds maturing September 1, 20_, shall not be subject to redemption prior to maturity. The 2017 Series B Refunding Bonds maturing September 1, 20_, shall be subject to redemption in whole, or in part among maturities on such basis as shall be designated in a Request of the Successor Agency filed with the Trustee, and in any case by lot within a maturity, on any date on or after September 1, 20_, at -5- the option of the Successor Agency from any available source of funds, at a redemption price equal to 100% of the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium. The Successor Agency shall be required to give the Trustee written notice of its intention to redeem 2017 Series B Refunding Bonds under this subsection (a), and the manner of selecting such 2017 Series B Refunding Bonds for redemption from among the maturities thereof, at least 45 days prior to the date fixed for such redemption, or such later date as may be acceptable to the Trustee. The Successor Agency shall have the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any such notice of optional redemption shall be canceled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2017 Series B Refunding Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The Successor Agency and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent. (b) Mandatory Sinking Fund Redemption. The Term 2017 Series B Refunding Bonds shall be subject to mandatory redemption in part by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on September 1 in the respective years as set forth in the following table; provided, however, that if some but not all of the Term 2017 Series B Refunding Bonds have been redeemed under subsection(a)of this Section, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of the Term 2017 Series B Refunding Bonds so redeemed, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of $5,000 (as set forth in a schedule provided by the Authority to the Trustee). Sinking Account Principal Amount Redemption Date To Be Redeemed or (September 1) Purchased (ii) In lieu of redemption of the Term 2017 Series B Refunding Bonds pursuant to this subsection (b), amounts on deposit in the Debt Service Fund (to the extent not required to be transferred by the Trustee pursuant to Section 4.03 during the current Bond Year) may also be used and withdrawn by the Successor Agency at any time for the purchase of such Term 2017 Series B Refunding Bonds at public or private sale as and when and at such prices (including brokerage and other charges and including accrued interest) as the Successor Agency may in its discretion determine. The par amount of any of such Term 2017 Series B Refunding Bonds so purchased by the Successor Agency in any twelve-month period ending on July 1 in any year shall be credited towards and shall reduce the -6- par amount of such Term 2017 Series B Refunding Bonds required to be redeemed pursuant to this subsection (b) on the next succeeding September 1. "Pro rata"among Owners as referred to in this Section means, with respect to the allocation of amounts to be redeemed, the application to such amounts of a fraction, the numerator of which is equal to the amount of the specific maturity of 2017 Series B Refunding Bonds held by an Owner, and the denominator of which is equal to the total amount of such maturity of such 2017 Series B Refunding Bonds then Outstanding. (c) Redemption Procedures. Except as provided in this Section to the contrary, the redemption procedures and other provisions of Section 2.03 shall apply to the redemption of the 2017 Series B Refunding Bonds. Section 11.05. Form and Execution of 2017 Series B Refunding Bonds, CUSIP Numbers. The 2017 Series B Refunding Bonds, the form of Trustee's Certificate of Authentication, and the form of Assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit B attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture. The Bonds shall be executed on behalf of the Successor Agency by the signature of the City Manager and the signature of the City Clerk who are in office on the date of execution and delivery of this Indenture or at any time thereafter. Either or both of such signatures may be made manually or may be affixed by facsimile thereof. If any officer whose signature appears on any 2017 Series B Refunding Bond ceases to be such officer before delivery of the 2017 Series B Refunding Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the 2017 Series B Refunding Bonds to the purchaser. Any 2017 Series B Refunding 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 2017 Series B Refunding Bond shall be the proper officers of the Successor Agency although on the date of such 2017 Series B Refunding Bond any such person shall not have been such officer of the Successor Agency. Only such of the 2017 Series B Refunding Bonds as shall bear thereon a Certificate of Authentication in the form set forth in Exhibit B, 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 of the Trustee shall be conclusive evidence that such 2017 Series B Refunding Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. The Trustee and the Successor Agency shall not be liable for any omission, defect or inaccuracy in the CUSIP number that appears on any 2017 Series B Refunding Bond or in any redemption notice. The Trustee may, in its discretion, include in any redemption notice a statement to the effect that the CUSIP numbers on the 2017 Series B Refunding Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Owners and that neither the Trustee nor the Successor Agency shall be liable for any inaccuracies in such numbers. -7- Section 11.06. Deposit and Application of Proceeds. On the Closing Date, the Trustee shall deposit the proceeds of the 2017 Series B Refunding Bonds into a temporary account deposit called the Proceeds Fund which the Trustee shall establish, maintain and hold in trust and which shall be disbursed in full on the Closing Date (whereupon said temporary account shall be closed)which shall be deposited or transferred as follows: (a) The Trustee shall deposit the amount of $ in the Costs of Issuance Fund. (b) The Trustee shall transfer the amount of $ constituting the remainder of the 2017 Series B Refunding Bond proceeds, to the Escrow Bank for deposit and application in accordance with the Escrow Agreement. The Successor Agency hereby covenants that as a result of the deposit and application of the proceeds of the 2017 Series B Refunding Bonds under the Escrow Agreement, the 2007 Series C Bonds will be refunded and defeased on the Closing Date under and in accordance with the documents authorizing the issuance thereof, and the 2007 Series C Bonds will cease to be secured by and payable from the Tax Revenues. Section 11.07. Costs of Issuance Fund. There is hereby established a separate fund to be known as the "2017 Series B Refunding Bonds Costs of Issuance Fund" which shall be held by the Trustee in trust. The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Successor Agency stating (a)the person to whom payment is to be made, (b)the amount to be paid, (c)the purpose for which the obligation was incurred, (d) that such payment is a proper charge against the Costs of Issuance Fund, and (e) that such amounts have not been the subject of a prior Written Request of the Successor Agency; in each case together with a statement or invoice for each amount requested thereunder. On the earlier of six months from the Closing Date, or the date of receipt by the Trustee of a Written Request of the Successor Agency therefor, all amounts (if any) remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and be deposited in the Redevelopment Fund. Section 11.08. Security for 2017 Series B Refunding Bonds. The 2017 Series B Refunding Bonds shall be Parity Debt within the meaning of such term in Section 5.02 and shall be 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 Property Tax Trust Fund or in the Special Fund (if applicable), in the manner and to the extent set forth in Article IV, on a parity with all other Bonds issued under this Indenture, including the 2014 Bonds. The Successor Agency covenants that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such further acts, instruments and transfers as may be required for the better securing, assuring, continuing, transferring, conveying, pledging, assigning and confirming unto the Owners of the 2017 Series B Refunding Bonds or the Trustee for the Owners of the 2017 Series B Refunding Bonds, the Tax Revenues and any other collateral pledged to the payment of the principal of, premium, if any, and interest on the 2017 Series B Refunding Bonds. Except to the extent it is exempt therefrom, the Successor Agency will pay or cause to be paid all filing fees incident to such filing and all expenses incident to the preparation, execution and acknowledgment of such instruments of further assurance, and all federal or State fees -8- and other similar fees, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of such instruments of further assurance. Section 11.09. 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 considered an Event of Default; however, any Participating Underwriter or any holder or beneficial owner of the 2017 Series B Refunding 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. Section 11.10. Benefits Limited to Parties. Nothing in this Article XI, expressed or implied, is intended to give to any person other than the Successor Agency, the Trustee, the Insurer and the Owners of the 2017 Series B Refunding Bonds, any right, remedy, claim under or by reason of this Article XI. Any covenants, stipulations, promises or agreements in this Article XI contained by and on behalf of the Successor Agency shall be for the sole and exclusive benefit of the Trustee, the Insurer and the Owners of the 2017 Series B Refunding Bonds. Section 11.11. Effect of this Article XI. Except as in this Article XI expressly provided or except to the extent inconsistent with any provision of this Article XI, the 2017 Series B Refunding Bonds shall be deemed to be Bonds under and within the meaning of Section 1.02, and every term and condition contained in the other provisions of this Indenture shall apply to the 2017 Series B Refunding Bonds with full force and effect, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Article XI. Section 11.12. Further Assurances. The Successor Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the 2017 Series B Refunding Bonds and the rights and benefits provided in this Indenture. I -9- IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, has caused this Second Supplement to be signed in its name by the City Manager and attested by the City Clerk, and U.S. BANK 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 PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY By: City Manager ATTEST: City Clerk U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer -10- APPENDIX A EXHIBIT B TO INDENTURE (FORM OF REFUNDING BOND) No. $ SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY TAXABLE TAX ALLOCATION REFUNDING PARITY BONDS, 2017 SERIES B INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: September 1, REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY 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 (subject to any right of prior redemption hereinafter provided for), 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, 2018, 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, 2018 (each an "Interest Payment Date"), calculated on the basis of 360-day year comprised of twelve 30-day months. Principal hereof and premium, if any, upon early redemption hereof are payable upon surrender of this Bond at the principal corporate trust office of U.S. Bank National Association, Los Angeles, California, 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 or earlier redemption hereof) is Appendix A-1 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 $1,000,000 or more upon written instructions of any such registered owner filed with the Trustee for that purpose prior to the Record Date preceding the applicable Interest Payment Date. This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as "Successor Agency to the Palm Springs Community Redevelopment Agency Taxable Tax Allocation Refunding Parity Bonds, 2017 Series B" (the "Bonds"), of an aggregate principal amount of$ , all of like tenor and date (except for such variation, if any, as may be required to designate varying series, numbers, maturities, interest rates, redemption and other provisions) and all issued pursuant to the provisions of the Law (as defined in the Indenture), 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 September 1, 2017, entered into by and between the Successor Agency and the Trustee (the "Indenture"), authorizing the issuance of the Bonds. Additional bonds, or other obligations may be issued senior to or on a parity with the Bonds, but only subject to the terms of the Indenture. 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 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 refinance certain redevelopment activities undertaken with respect to its Project Areas (as defined in the Indenture), to fund a reserve account for the Bonds 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 and redemption premium, if any, 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 or redemption of, including any premium upon early redemption, and for the security and payment of interest on, the Bonds. The Bonds and any parity debt shall be additionally secured at all times by a pledge of, security interest in and lien upon Tax Revenues in the Redevelopment Property Tax Trust Fund established pursuant to the Law and administered by the Riverside County Auditor-Controller for the Successor Agency, subject to the prior rights of the Senior Obligations (as defined in the Indenture) and by a first pledge of, security interest in and lien upon all of the moneys on the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account, the Reserve Account and the Redemption Account (as such terms are defined in the Indenture). Appendix A-2 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 or redemption premium, if any, on the Bonds. The Bonds maturing on or before September 1, 20_, are not subject to optional redemption prior to maturity. The Bonds maturing on and after September 1, 20_, are subject to redemption, at the option of the Successor Agency on any date on or after September 1, 20_, as a whole or in part, by such maturities as shall be determined by the Successor Agency, and by lot within a maturity, from any available source of funds, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. The Bonds maturing on September 1, 20 are subject to mandatory redemption in part by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on September 1 in the respective years as set forth in the following table; provided, however, that if some but not all of the Term Bonds have been redeemed under the redemption provision described in the preceding paragraph, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of the Term Bonds so redeemed, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of$5,000 (as set forth in a schedule provided by the City to the Trustee). Sinking Fund Redemption Date Principal Amount (September 1) To Be Redeemed As provided in the Indenture, notice of redemption shall be given by first class mail no less than 20 nor more than 60 days prior to the redemption date to the respective registered owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books maintained by the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. The Successor Agency has the right to rescind any notice of the optional redemption of Bonds by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default. The Successor Agency and the Trustee have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under the Indenture. Appendix A-3 If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. 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. 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 Trustee may refuse to transfer or exchange (a) any Bond during the fifteen (15)days prior to the date established for the selection of Bonds for redemption, or(b)any Bond selected for redemption. 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, interest or redemption premium (if any) 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 Palm Springs, the State of California, or any of its political subdivisions, and neither said City, said State, nor any of its political Appendix A-4 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. Appendix A-5 IN WITNESS WHEREOF, the Successor Agency to the Palm Springs Community Redevelopment Agency has caused this Bond to be executed in its name and on its behalf with the facsimile signature of the City Manager and attested by the facsimile signature of the City Clerk, all as of the Dated Date set forth above. SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY By: City Manager ATTEST: City Clerk ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto whose address and social security or other tax identifying number is , the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises. Dated: Signature Guaranteed: Note: Signature guarantee shall be made by a Note: The signature(s) on this Assignment must guarantor institution participating in the Securities correspond with the name(s)as written on the face of the Transfer Agents Medallion Program or in such other within Bond in every particular without alteration or guarantee program acceptable to the Trustee. enlargement or any change whatsoever. Appendix A-6 ESCROW AGREEMENT Relating to $12,770,000 Community Redevelopment Agency of the City of Palm Springs Merged Project No. 1 Tax Allocation Bonds, 2007 Series A This EsCRow AGREEMENT(this "Agreement"), dated as of September_, 2017, is between the SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, a public agency organized and existing under the laws of the State of California (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, acting as escrow agent (the "Escrow Agent") and as trustee for the Refunded Bonds described below. BACKGROUND : 1. Pursuant to Section 34172(a) of the California Health and Safety Code, the Community Redevelopment Agency of the City of Palm Springs (the "Former Agency') has been dissolved and no longer exists as a public body, corporate and politic, and the City Council of the City of Brea has elected to serve as the successor entity to the Former Agency. 2. Prior to the dissolution of the Former Agency, the Former Agency issued its $12,770,000 aggregate principal amount of Community Redevelopment Agency of the City of Palm Springs Merged Project No. 1 Tax Allocation Bonds, 2007 Series A(the"2007 Series A Bonds"), pursuant to a Indenture of Trust, dated as of May 1, 2004, by and between the Agency and BNY Western Trust Company, as trustee, as supplemented and amended pursuant to a First Supplement to Indenture of Trust dated as of August 1, 2007 (as supplemented and amended, the "2007 Series A Bond Indenture"), between the Former Agency and The Bank of New York Trust Company, N.A., as trustee. 3. The 2007 Series A Bonds are subject to redemption on any date and can be refunded at this time on a current basis. 4. In order to provide funds to refund the outstanding 2007 Series A Bonds, the Successor Agency has authorized the issuance of its Successor Agency to the Palm Springs Community Redevelopment Agency Tax Allocation Refunding Parity Bonds, 2017 Series A (the "2017 Series A Refunding Bonds"), under an Indenture of Trust dated as of July 1, 2014, between the Successor Agency and U.S. Bank National Association, as trustee(the"Trustee"), as supplemented by a First Supplement to Indenture of Trust dated as of September 1, 2017 (as so supplemented, the "2017 Bond Indenture"), between the Successor Agency and U.S. Bank National Association, as trustee (the "2017 Bond Trustee"). 5. The Successor Agency wishes to appoint the Escrow Agent for the purpose of establishing irrevocable Escrow Fund to be funded, invested, held and administered for the purpose of providing for the refunding of the outstanding 2007 Series A Bonds (the "Refunded Bonds"), as set forth in this Agreement. AGREEMENT: In consideration of the premises and the material covenants contained herein, the Successor Agency and the Escrow Agent hereby agree as follows: SECTION 1. Appointment of Escrow Agent. The Successor Agency hereby appoints the Escrow Agent to act as escrow agent for purposes of administering the funds required to refund the Refunded Bonds in accordance with the 2007 Series A Bond Indenture. SECTION 2. Establishment of Escrow Fund. The Escrow Agent is hereby directed to establish an escrow fund (the "Escrow Fund") for the refunding of the outstanding Refunded Bonds. The Escrow Fund shall be held in trust as an irrevocable escrow for the uses and purposes set forth herein. If at any time the Escrow Agent receives actual knowledge that the cash and securities in the Escrow Fund will not be sufficient to make any payment required by Section 6, the Escrow Agent shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency from any source of legally available funds. The Escrow Agent has no liability for any such insufficiency. SECTION 3. Deposit of Amounts in Escrow Fund. On September _, 2017 (the "Closing Date"), the Successor Agency shall 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 the following sources in the following respective amounts: (a) from the proceeds of the 2017 Series A Refunding Bonds in the amount of$ ; and (b) from tax increment revenues held in respect of the payment of debt service on the 2007 Series A Bonds in the amount of$ SECTION 4. Investment of Amounts in Escrow Fund, The Escrow Agent shall hold the amount of$ on deposited in the Escrow Fund in cash, uninvested. The Escrow Agent has no power or duty to invest any funds held under this Escrow Agreement except as provided in this Section. The Escrow Agent has no power or duty to transfer or otherwise dispose of the moneys held hereunder except as provided in this Agreement. SECTION 6. Application of Amounts in Escrow Fund. The Escrow Agent, in its capacity as trustee for the Refunded Bonds, shall apply the amounts on deposit in the Escrow Fund to pay and redeem the Refunded Bonds in accordance with the following schedule: -2- Interest Redeemed Total Payment Date Payment Principal Payment Following the payment and redemption in respect of the Refunded Bonds, the Escrow Agent shall transfer any amounts remaining on deposit in the Escrow Fund to the 2017 Bond Trustee to be applied to pay interest next coming due and payable on the 2017 Series A Refunding Bonds. SECTION 7. Irrevocable Election to Redeem Refunded Bonds. The Successor Agency hereby irrevocably elects to redeem the Refunded Bonds on 2017, in accordance with Section 10.04(a) of the 2007 Series A Bond Indenture. Notice of redemption of the Refunded Bonds shall be given by the Escrow Agent, in its capacity as the trustee for each respective issue of the Refunded Bonds, in accordance with the provisions of Section 10.04 of the 2007 Series A Bond Indenture, at the expense of the Successor Agency. SECTION 8. Resignation of Escrow Agent. The Escrow Agent may at any time resign by giving written notice of such resignation to the Successor Agency, and the Successor Agency shall promptly appoint a successor Escrow Agent by the resignation date. Resignation of the Escrow Agent will be effective only upon acceptance of appointment by a successor Escrow Agent. If the Successor Agency does not appoint a successor, the Escrow Agent may at the expense of the Successor Agency petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Agent. After receiving a notice of resignation of Escrow Agent, the Successor Agency may appoint a temporary Escrow Agent to replace the resigning Escrow Agent until the Successor Agency appoints a successor Escrow Agent. Any such temporary Escrow Agent so appointed by the Successor Agency shall immediately and without further act be superseded by the successor Escrow Agent so appointed. SECTION 9. Compensation to Escrow Agent. The Successor Agency shall pay the Escrow Agent full compensation for its services under this Agreement, including reimbursing the Escrow Agent for its out-of-pocket costs such as publication costs, legal fees and other costs and expenses relating hereto and, in addition, all fees, costs and expenses relating to the purchase, substitution or withdrawal of any Escrow Securities after the date hereof. Under no circumstances shall amounts deposited in or credited to the Escrow Fund be deemed to be available for said purposes. The Escrow Agent has no lien upon or right of set off against the cash and Escrow Securities at any time on deposit in the Escrow Fund. The Successor Agency shall indemnify, defend and hold harmless the Escrow Agent and its officers, directors, employees, representatives and agents, from and against and reimburse the Escrow Agent for any and all claims, obligations, liabilities, losses, damages, actions, suits, judgments, reasonable costs and expenses (including reasonable attorneys' and agents' fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Escrow Agent directly or indirectly relating to, or arising from, claims against the Escrow Agent by reason -3- of its participation in the transactions contemplated hereby, except to the extent caused by the Escrow Agent's gross negligence or willful misconduct. The provisions of this Section shall survive the termination of this Agreement or the earlier resignation or removal of the Escrow Agent. SECTION 10. Immunities and Liability of Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties, covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not have any liability hereunder except to the extent of its gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for any special, indirect or consequential damages. The Escrow Agent shall not be liable for any loss from any investment made by it in accordance with the terms of this Agreement. The Escrow Agent may consult with legal counsel of its own choice and the Escrow Agent shall not be liable for any action taken or not taken by it in good faith in reliance upon the opinion or advice of such counsel. The Escrow Agent shall not be liable for the recitals or representations contained in this Agreement and shall not be responsible for the validity of this Agreement, the sufficiency of the Escrow Fund or the moneys and Escrow Securities to pay the principal, interest and redemption price of the Refunded Bonds. Whenever in the administration of this Agreement the Escrow Agent deems it necessary or desirable that a matter be proved or established prior to taking or not taking any action, such matter may be deemed to be conclusively proved and established by a certificate of an authorized representative of the Successor Agency and shall be full protection for any action taken or not taken by the Escrow Agent in good faith reliance thereon. The Escrow Agent may conclusively rely as to the truth and accuracy of the statements and correctness of any opinions or calculations provided to it in connection with this Agreement and shall be protected in acting, or refraining from acting, upon any notice, instruction, request, certificate, document, opinion or other writing furnished to the Escrow Agent in connection with this Agreement and believed by the Escrow Agent to be signed by the proper party, and it need not investigate any fact or matter stated therein. None of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder. 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. The Escrow Agent shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term "force majeure" means an occurrence that is beyond the control of the Escrow Agent and could not have been avoided by exercising due care. Force majeure includes acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences. Any bank, corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any bank, corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any bank, corporation or association succeeding to all or substantially all of -4- the corporate trust business of the Escrow Agent shall be the successor of the Escrow Agent hereunder 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 on the part of any of the parties hereto where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. 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 furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions made by the Escrow Agent hereunder. If the Escrow Agent learns that the Department of the Treasury or the Bureau of Public Debt will not, for any reason, accept a subscription of securities that is to be submitted pursuant hereto, 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 securities. The Escrow Agent shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Agent shall hold funds uninvested and without liability for interest until receipt of further written 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 Successor Agency the alternative investments or for compliance with any yield restriction applicable thereto. SECTION 11. Purpose ofAgreement;Amendment. This Agreement is entered into by the Successor Agency for the purpose of providing funds to discharge and defease the Refunded Bonds under and with the effect set forth in the 2003 Bond Indenture, the 2011 Series A Bond Indenture and the 2011 Series B Bond Indenture, respectively. The Successor Agency hereby certifies its intention to discharge all indebtedness represented by the Refunded Bonds under the respective provisions of the 2003 Bond Indenture, the 2011 Series A Bond Indenture and the 2011 Series B Bond Indenture. This Agreement may be amended by the parties hereto, but only if there shall have been filed with the Successor Agency and the Escrow Agent a written opinion of Bond Counsel stating that such amendment will not materially adversely affect the interests of the owners of the Refunded Bonds, and that such amendment will not cause interest on the Refunded Bonds or the Series A Bonds to become includable in the gross income of the owners thereof for federal income tax purposes. SECTION 12. Termination of Agreement. Upon payment in full of the principal of and interest and redemption price of the Refunded Bonds, and upon payment of all fees, expenses and charges of the Escrow Agent as described above, this Agreement shall terminate and the Escrow Agent shall be discharged from any further obligation or responsibility hereunder. -5- SECTION 13. Execution in Counterparts. This Agreement 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 14. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY By: City Manager U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent and as Trustee for the Refunded Bonds By Authorized Officer -6- ESCROW AGREEMENT Relating to $6,495,000 Community Redevelopment Agency of the City of Palm Springs Merged Project No. 2 Taxable Tax Allocation Bonds, 2007 Series C This ESCROW AGREEMENT(this "Agreement'), dated as of September_, 2017, is between the SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, a public agency organized and existing under the laws of the State of California (the "Successor Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, acting as escrow agent (the "Escrow Agent') and as trustee for the Refunded Bonds described below. BACKGROUND : 1. Pursuant to Section 34172(a) of the California Health and Safety Code, the Community Redevelopment Agency of the City of Palm Springs (the "Former Agency") has been dissolved and no longer exists as a public body, corporate and politic, and the City Council of the City of Brea has elected to serve as the successor entity to the Former Agency. 2. Prior to the dissolution of the Former Agency, the Former Agency issued its $6,495,000 aggregate principal amount of Community Redevelopment Agency of the City of Palm Springs Merged Project No. 2 Taxable Tax Allocation Bonds, 2007 Series C (the "2007 Series C Bonds"), pursuant to a Indenture of Trust, dated as of May 1, 2004, between the Agency and BNY Western Trust Company, as trustee, as supplemented and amended pursuant to a First Supplement to Indenture of Trust dated as of August 1, 2007 (as supplemented and amended, the "2007 Series C Bond Indenture"), between the Former Agency and The Bank of New York Trust Company, N.A., as trustee. 3. The 2007 Series C Bonds are subject to redemption on any date and can be refunded at this time on a current basis. 4. In order to provide funds to refund the outstanding 2007 Series C Bonds, the Successor Agency has authorized the issuance of its Successor Agency to the Palm Springs Community Redevelopment Agency Taxable Tax Allocation Refunding Parity Bonds, 2017 Series B(the"2017 Series B Refunding Bonds"), under an Indenture of Trust dated as of July 1, 2014, between the Successor Agency and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a First Supplement to Indenture of Trust dated as of September 1, 2017 (as so supplemented, the "2017 Bond Indenture"), between the Successor Agency and U.S. Bank National Association, as trustee (the "2017 Bond Trustee"). 5. The Successor Agency wishes to appoint the Escrow Agent for the purpose of establishing irrevocable Escrow Fund to be funded, invested, held and administered for the purpose of providing for the refunding of the outstanding 2007 Series C Bonds (the "Refunded Bonds"), as set forth in this Agreement. AGREEMENT: In consideration of the premises and the material covenants contained herein, the Successor Agency and the Escrow Agent hereby agree as follows: SECTION 1. Appointment of Escrow Agent. The Successor Agency hereby appoints the Escrow Agent to act as escrow agent for purposes of administering the funds required to refund the Refunded Bonds in accordance with the 2007 Series C Bond Indenture. SECTION 2. Establishment of Escrow Fund. The Escrow Agent is hereby directed to establish an escrow fund (the "Escrow Fund") for the refunding of the outstanding Refunded Bonds. The Escrow Fund shall be held in trust as an irrevocable escrow for the uses and purposes set forth herein. If at any time the Escrow Agent receives actual knowledge that the cash and securities in the Escrow Fund will not be sufficient to make any payment required by Section 6, the Escrow Agent shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency from any source of legally available funds. The Escrow Agent has no liability for any such insufficiency. SECTION 3. Deposit of Amounts in Escrow Fund. On September _, 2017 (the "Closing Date"), the Successor Agency shall 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 the following sources in the following respective amounts: (a) from the proceeds of the 2017 Series B Refunding Bonds in the amount of$ ; and (b) from tax increment revenues held in respect of the payment of debt service on the 2007 Series C Bonds in the amount of$ SECTION 4. Investment of Amounts in Escrow Fund. The Escrow Agent shall hold the amount of$ on deposited in the Escrow Fund in cash, uninvested. The Escrow Agent has no power or duty to invest any funds held under this Escrow Agreement except as provided in this Section. The Escrow Agent has no power or duty to transfer or otherwise dispose of the moneys held hereunder except as provided in this Agreement. SECTION 6. Application of Amounts in Escrow Fund. The Escrow Agent, in its capacity as trustee for the Refunded Bonds, shall apply the amounts on deposit in the Escrow Fund to pay and redeem the Refunded Bonds in accordance with the following schedule: -2- Interest Redeemed Total Payment Date Payment Principal Payment Following the payment and redemption in respect of the Refunded Bonds, the Escrow Agent shall transfer any amounts remaining on deposit in the Escrow Fund to the 2017 Bond Trustee to be applied to pay interest next coming due and payable on the 2017 Series B Refunding Bonds. SECTION 7. Irrevocable Election to Redeem Refunded Bonds. The Successor Agency hereby irrevocably elects to redeem the Refunded Bonds on 2017, in accordance with Section 10.04(a) of the 2007 Series C Bond Indenture. Notice of redemption of the Refunded Bonds shall be given by the Escrow Agent, in its capacity as the trustee for each respective issue of the Refunded Bonds, in accordance with the provisions of Section 10.04 of the 2007 Series C Bond Indenture, at the expense of the Successor Agency. SECTION 8. Resignation of Escrow Agent. The Escrow Agent may at any time resign by giving written notice of such resignation to the Successor Agency, and the Successor Agency shall promptly appoint a successor Escrow Agent by the resignation date. Resignation of the Escrow Agent will be effective only upon acceptance of appointment by a successor Escrow Agent. If the Successor Agency does not appoint a successor, the Escrow Agent may at the expense of the Successor Agency petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Agent. After receiving a notice of resignation of Escrow Agent, the Successor Agency may appoint a temporary Escrow Agent to replace the resigning Escrow Agent until the Successor Agency appoints a successor Escrow Agent. Any such temporary Escrow Agent so appointed by the Successor Agency shall immediately and without further act be superseded by the successor Escrow Agent so appointed. SECTION 9. Compensation to Escrow Agent. The Successor Agency shall pay the Escrow Agent full compensation for its services under this Agreement, including reimbursing the Escrow Agent for its out-of-pocket costs such as publication costs, legal fees and other costs and expenses relating hereto and, in addition, all fees, costs and expenses relating to the purchase, substitution or withdrawal of any Escrow Securities after the date hereof. Under no circumstances shall amounts deposited in or credited to the Escrow Fund be deemed to be available for said purposes. The Escrow Agent has no lien upon or right of set off against the cash and Escrow Securities at any time on deposit in the Escrow Fund. The Successor Agency shall indemnify, defend and hold harmless the Escrow Agent and its officers, directors, employees, representatives and agents, from and against and reimburse the Escrow Agent for any and all claims, obligations, liabilities, losses, damages, actions, suits, judgments, reasonable costs and expenses (including reasonable attorneys' and agents' fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Escrow Agent directly or indirectly relating to, or arising from, claims against the Escrow Agent by reason -3- of its participation in the transactions contemplated hereby, except to the extent caused by the Escrow Agent's gross negligence or willful misconduct. The provisions of this Section shall survive the termination of this Agreement or the earlier resignation or removal of the Escrow Agent. SECTION 10. Immunities and Liability of Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties, covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not have any liability hereunder except to the extent of its gross negligence or willful misconduct. In no event shall the Escrow Agent be liable for any special, indirect or consequential damages. The Escrow Agent shall not be liable for any loss from any investment made by it in accordance with the terms of this Agreement. The Escrow Agent may consult with legal counsel of its own choice and the Escrow Agent shall not be liable for any action taken or not taken by it in good faith in reliance upon the opinion or advice of such counsel. The Escrow Agent shall not be liable for the recitals or representations contained in this Agreement and shall not be responsible for the validity of this Agreement, the sufficiency of the Escrow Fund or the moneys and Escrow Securities to pay the principal, interest and redemption price of the Refunded Bonds. Whenever in the administration of this Agreement the Escrow Agent deems it necessary or desirable that a matter be proved or established prior to taking or not taking any action, such matter may be deemed to be conclusively proved and established by a certificate of an authorized representative of the Successor Agency and shall be full protection for any action taken or not taken by the Escrow Agent in good faith reliance thereon. The Escrow Agent may conclusively rely as to the truth and accuracy of the statements and correctness of any opinions or calculations provided to it in connection with this Agreement and shall be protected in acting, or refraining from acting, upon any notice, instruction, request, certificate, document, opinion or other writing furnished to the Escrow Agent in connection with this Agreement and believed by the Escrow Agent to be signed by the proper party, and it need not investigate any fact or matter stated therein. None of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder. 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. The Escrow Agent shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term "force majeure" means an occurrence that is beyond the control of the Escrow Agent and could not have been avoided by exercising due care. Force majeure includes acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences. Any bank, corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any bank, corporation or association resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any bank, corporation or association succeeding to all or substantially all of -4- the corporate trust business of the Escrow Agent shall be the successor of the Escrow Agent hereunder 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 on the part of any of the parties hereto where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. 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 furnish the Successor Agency periodic cash transaction statements which include detail for all investment transactions made by the Escrow Agent hereunder. If the Escrow Agent learns that the Department of the Treasury or the Bureau of Public Debt will not, for any reason, accept a subscription of securities that is to be submitted pursuant hereto, 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 securities. The Escrow Agent shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Agent shall hold funds uninvested and without liability for interest until receipt of further written 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 Successor Agency the alternative investments or for compliance with any yield restriction applicable thereto. SECTION 11. Purpose of Agreement;Amendment. This Agreement is entered into by the Successor Agency for the purpose of providing funds to discharge and defease the Refunded Bonds under and with the effect set forth in the 2003 Bond Indenture, the 2011 Series A Bond Indenture and the 2011 Series B Bond Indenture, respectively. The Successor Agency hereby certifies its intention to discharge all indebtedness represented by the Refunded Bonds under the respective provisions of the 2003 Bond Indenture, the 2011 Series A Bond Indenture and the 2011 Series B Bond Indenture, This Agreement may be amended by the parties hereto, but only if there shall have been filed with the Successor Agency and the Escrow Agent a written opinion of Bond Counsel stating that such amendment will not materially adversely affect the interests of the owners of the Refunded Bonds, and that such amendment will not cause interest on the Refunded Bonds or the Series A Bonds to become includable in the gross income of the owners thereof for federal income tax purposes. SECTION 12. Termination of Agreement. Upon payment in full of the principal of and interest and redemption price of the Refunded Bonds, and upon payment of all fees, expenses and charges of the Escrow Agent as described above, this Agreement shall terminate and the Escrow Agent shall be discharged from any further obligation or responsibility hereunder. -5- SECTION 13. Execution in Counterparts. This Agreement 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 14. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY By: City Manager U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent and as Trustee for the Refunded Bonds By Authorized Officer -6- SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY 2017 SERIES A TAX ALLOCATION REFUNDING BONDS and SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY 2017 SERIES B TAX ALLOCATION REFUNDING BONDS BOND PURCHASE AGREEMENT ,2017 Successor Agency to the Palm Springs Community Redevelopment Agency 3200 E.Tahquitz Canyon Way Palm Springs, California 92262 Ladies and Gentlemen: Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), acting not as fiduciary or agent for you, but on behalf of itself, hereby offers to enter into this Bond Purchase Agreement (this "Purchase Agreement") with the Successor Agency to the Palm Springs Community Redevelopment Agency (the "Successor Agency") for the purchase from the Successor Agency, of its $ 2017 Series A Tax Allocation Refunding Bonds (the "Series A Bonds") and its 2017 Series B Tax Allocation Refunding Bonds (the "Series B Bonds") collectively (the "Bonds"). This offer is made subject to acceptance hereof by the Successor Agency prior to 11:59 p.m., California time, on 2017, and upon such acceptance, as evidenced by the signature of the City Manager of the City of Palm Springs (the "City Manager"), as chief administrative officer of the Successor Agency, in the space provided herein. This Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Successor Agency and the Underwriter. The Successor 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 Successor Agency and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed a fiduciary responsibility in favor of the Successor 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 City of Palm Springs, the Successor Agency or the City of Palm Springs Financing Authority on other matters); (iv) the Underwriter has financial and other interests that differ from those of the Successor Agency; and (v) the Successor Agency has consulted with its own legal, 23541551.3 financial and other advisors to the extent it has deemed appropriate in connection with the offering of the Bonds. I. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis of the representations and agreements herein set forth, the Successor Agency hereby agrees to sell and the Underwriter hereby agrees to purchase from the Successor Agency for offering to the public all (but not less than all) of the Series A Bonds at a price of$ (being the principal amount of the Bonds [plus/less] an original issue [premium] [discount] of$ , and less an underwriters' discount of$ and the Series B Bonds at a price of S (being the principal amount of the Bonds [plus/less] an original issue [premium][discount] of $ and less an underwriter discount of $ . [$ such purchase price will be wired to the Insurer (defined below)by the Underwriter for the payment of the premium with respect to the Policy(defined below) and a reserve surety for the Bonds.] The Bonds will be issued under two Indentures of Trust each dated as of 2017 (the "Supplemental Indentures"), each by and between the Successor Agency and U.S. Bank National Association,N.A., as trustee (the"Trustee"). The Bonds will mature and bear interest at the interest rates as shown in Appendix A hereto and will be subject to redemption according to the terms set forth in the Supplemental Indentures. The Bonds will be authorized and issued pursuant to the Supplemental Indentures approved by Resolution No.[] adopted by the Successor Agency on , 2017(the"Resolution"), and by a resolution adopted by the Oversight Board for the Successor Agency on , 2017 (the "Oversight Board Resolution"), and in accordance with Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the"Bond Law"), Parts 1.8 (commencing with Section 34161)and 1.85 (commencing with Section 34170)of Division 24 of the Health and Safety Code of the State, as amended on June 27, 2012 by Assembly Bill No. 1484 ("AB 1484"), enacted as Chapter 26, Statutes of 2012 (the "Dissolution,Act"), and the Constitution and other applicable laws of the State of California(the"State"). [A portion] of the [Series A Bonds] [Series B Bonds] (the "Insured Bonds") shall be insured under a municipal bond insurance policy(the"Policy") from [ (the "Insurer").] The Underwriter agrees to make a bona fide public offering of the Series A Bonds and the Series B Bonds at the initial offering yields set forth in the Official Statement; however, the Underwriter reserves the right to make concessions to dealers and to change such initial offering yields as the Underwriter shall deem necessary in connection with the marketing of the Bonds. The Underwriter agrees that, in connection with the public offering and initial delivery of the Bonds to the purchasers thereof from the Underwriter, the Underwriter will deliver or cause to be delivered to each purchaser a copy of the final Official Statement prepared in connection with the Bonds (the "Official Statement"), for the time period required under Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended("Rule 15c2-12"). Terms defined in the Official Statement are used herein as so defined. The Palm Springs Community Redevelopment Agency (the "Predecessor Agency") has previously issued its Community Redevelopment Agency of the City of Palm Springs Merged Project No. 1 Tax Allocation Bonds, 2007 Series A in the initial principal amount of$12,770,000 (the"2007 Series A Bonds") and its Community Redevelopment Agency of the City of Palm Springs Merged Project No. 2 Tax Allocation Refunding Bonds, 2007 Series C in the initial principal amount of $6,495,000 ( (the "2007C Bonds"and, together with the 2007 Series A Bonds, (the"Prior Bonds"). Proceeds of the Bonds will be deposited into escrow funds with The Bank of New York Mellon Trust Company, N.A., the Escrow Bank, established pursuant to 2017 Series A Bonds Escrow Agreement and the 2017 Series B Bonds Escrow Agreement, each dated as of 2017 (the"Escrow Agreements"), by and between the 23541551.3 2 Successor Agency and the Escrow Bank, relating to the 2017 Series A Bonds and the 2017 Series B Bonds, and used for the purposes of redeeming the related series of Prior Bonds. 2. Official Statement. The Successor Agency ratifies, confirms and approves the use by the Underwriter prior to the date hereof of the Preliminary Official Statement relating to the Bonds, dated , 2017 (which, together with all appendices thereto, is herein called the "Preliminary Official Statement'). The Successor Agency has previously deemed the Preliminary Official Statement to be final as of its date for purposes of Rule 15c2-12, except for information permitted to be omitted therefrom by Rule 15c2-12. The Successor Agency hereby agrees to deliver or cause to be delivered to the Underwriter, within seven business days of the date hereof, copies of the final Official Statement relating to the Bonds, dated the date hereof, with only such changes from the Preliminary Official Statement as shall have been approved by the Successor Agency and the Underwriter (the "Official Statement') in sufficient quantity to comply with paragraph (b)(4) of Rule 15c2-12 and the Rules of the Municipal Securities Rulemaking Board. The Successor Agency hereby approves of the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offer and sale of the Bonds. 3. Delivery of the Bonds. At approximately 8:30 a.m., California time, on_ , 2017, or at such earlier or later time or date, as shall be agreed upon by the Successor Agency and the Underwriter (such time and date herein referred to as the "Closing Date"), the Successor Agency shall deliver to the Underwriter the Series A Bonds and the Series B Bonds in book-entry form through the Trustee via the F.A.S.T. delivery book-entry system of The Depository Trust Company ("DTC"). The Underwriter, acting on its own behalf, shall accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by same day funds (such delivery and payment being herein referred to as the "Closing"). The Bonds shall be made available to the Underwriter not later than the second business day before the Closing Date for purposes of inspection and packaging. The Bonds shall be delivered as registered bonds in the name of Cede&Co., Inc. 4. Representations and Agreements of the Successor Agency. The Successor Agency represents and agrees that: (a) The Successor Agency is a public entity, duly organized and existing, and authorized to transact business and exercise powers, under and pursuant to the Constitution and laws of the State, including the Dissolution Act, and has the full legal right, power and authority (i) to enter into this Purchase Agreement, (ii) to issue, sell and deliver the Bonds to the Underwriter, acting on its own behalf, as provided herein, (iii)to adopt the Resolution, and (iv)to carry out and to consummate the transactions contemplated by this Purchase Agreement, the Supplemental Indentures, the Escrow Agreements, the Continuing Disclosure Certificate relating to the Bonds (the"Continuing Disclosure Certificate"), and the Official Statement; (b) The Preliminary Official Statement, as of its date was, and as of the date hereof is, true, correct and complete in all material respects and did not and does contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; (c) The Official Statement is, and will be, as of the Closing Date, true, correct and complete in all material respects and does not, and will not, as of the Closing Date, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; 23541551.3 3 (d) The Successor Agency has complied, and will at the Closing Date be in compliance, in all respects with the Bond Law,the Dissolution Act, and any other applicable laws of the State; (e) By all necessary official action of the Successor Agency prior to or concurrently with the acceptance hereof, the Successor Agency has duly authorized and approved the Preliminary Official Statement and the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Successor Agency of the obligations on its part contained in, the Supplemental Indentures, the Escrow Agreements, the Bonds, the Continuing Disclosure Certificate and this Purchase Agreement, and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded; (f) As of the time of acceptance hereof and as of the time of the Closing, except as otherwise disclosed in the Official Statement, the Successor Agency is not and will not be in any material respect in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State, of the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, Supplemental Indentures, resolution, ordinance, agreement or other instrument to which the Successor Agency is a party or 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 adoption of the Resolution and the execution and delivery of the Bonds, the Supplemental Indentures, the Escrow Agreements, the Continuing Disclosure Certificate and this Purchase Agreement, and compliance with the provisions of each thereof, will not conflict in any material way with or constitute a material breach of or material default under any law, administrative regulation, judgment, decree, loan agreement, note, Supplemental Indentures, resolution, agreement or other instrument to which the Successor Agency is a party or is otherwise subject; and, except as described in the Official Statement, the Successor Agency has not entered into any contract or arrangement of any kind which might give rise to any lien or encumbrance on the revenues and amounts pledged pursuant to, or subject to the lien of, the Supplemental Indentures; (g) All approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to adoption of the Resolution approving the Supplemental Indentures, execution and delivery by the Successor Agency of the Supplemental Indentures, the Escrow Agreements, the Continuing Disclosure Certificate, and this Purchase Agreement, and the issuance, sale and delivery of the Bonds have been obtained or will be obtained prior to the Closing; (h) The Bonds when issued, authenticated and delivered in accordance with the Supplemental Indentures will be validly issued, and will be valid and binding, obligations of the Successor Agency; (i) The terms and provisions of the Supplemental Indentures comply in all respects with the requirements of the Bond Law, and the Dissolution Act and the Supplemental Indentures, the Escrow Agreements, the Continuing Disclosure Certificates and this Purchase Agreement, when properly executed and delivered by the respective parties thereto and hereto, will constitute the valid, legal and binding obligations of the Successor Agency enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and 23541551.3 4 general rules of equity(regardless of whether such enforceability is considered in a proceeding at law or in equity); (j) Except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending against the Successor Agency and notice of which has been served upon the Successor Agency, or to the best knowledge of the officer of the Successor Agency executing this Purchase Agreement threatened against the Successor Agency, affecting the existence of the Successor Agency or the titles of its members or officers, or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the payment or collection of any amounts pledged or to be pledged to pay the principal of, redemption premium, if any, and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, the Supplemental Indentures, the Escrow Agreements, the Continuing Disclosure Certificate or this Purchase Agreement or the consummation of the transactions contemplated thereby and hereby, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the power or authority of the Successor Agency to issue the Bonds, to adopt the Resolution approving the Supplemental Indentures or to execute and deliver the Supplemental Indentures, the Escrow Agreements, the Continuing Disclosure Certificate, or this Purchase Agreement, nor is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the Successor Agency's performance under the Bonds, the Supplemental Indentures, the Escrow Agreements, the Continuing Disclosure Certificate, or this Purchase Agreement, or the validity or enforceability of the Bonds, the Supplemental Indentures, the Escrow Agreements, the Continuing Disclosure Certificate, or this Purchase Agreement; (k) The Successor Agency will, pursuant to the Continuing Disclosure Certificate, agree to provide or cause to be provided to the MSRB's Electronic Municipal Market Access system ("EMMA") certain annual financial information and operating data and agree to provide, or cause to be provided,to EMMA in a timely manner notice of certain material events respecting the Bonds. These agreements have been made in order to assist the Underwriter in complying with Rule 15c2-12(b)(5). Except as disclosed in the Official Statement, the Successor Agency has not failed within the past five (5) years to comply in all material respects with any previous undertakings with regard to said Rule 15c2-12 to provide annual reports or notices of material events. (1) Any certificate signed by an authorized officer or official of the Successor Agency and delivered to the Underwriter shall be deemed a representation of the Successor Agency to the Underwriter as to the statements made therein; (m) Each of the Bonds shall be secured in the manner and to the extent set forth in the Supplemental Indentures under which each such Bond is to be issued; (n) The Successor Agency will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request 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 as the Underwriter may designate; provided, however, that the Successor Agency shall not be required to consent to service of process outside of California; 23541551.3 5 (o) The Successor Agency will apply the proceeds of the Bonds in accordance with the Supplemental Indentures and all other applicable documents and as described in the Official Statement; and (p) The Successor Agency shall provide to the Underwriter, not later than seven (7) business days after the date of this Purchase Agreement, but in any event in sufficient time to accompany any confirmation sent by the Underwriter to a purchaser of the Bonds, not more than 50 copies of the Official Statement to satisfy the Underwriter's obligation under Rule 15c2-12 with respect to the distribution of the Official Statement. 5. Representations of the Underwriter. The Underwriter represents that it has full right, power, and authority to enter into this Purchase Agreement. 6. Covenants Regarding Official Statement. The Successor Agency covenants with the Underwriter that so long as the Underwriter, or dealers, if any, are participating in the distribution of the Bonds which constitute the whole or a part of their unsold participations, if an event known to the Successor Agency occurs affecting the Successor Agency, the Project Area or the receipt of Tax Revenues (as such terms are defined in the Official Statement), or the transactions contemplated by the Supplemental Indentures and the issuance of the Bonds, which could cause the Official Statement to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Successor Agency shall notify the Underwriter and if in the opinion of the Successor Agency, the Underwriter or Bond Counsel, such event requires an amendment or supplement to the Official Statement, the Successor Agency will amend or supplement the Official Statement in a form and in a manner jointly approved by the Successor Agency and the Underwriter, and the Successor Agency will bear the cost of making and printing such amendment or supplement to the Official Statement and distributing such amendment or supplement to Owners of the Bonds. The obligations of the Successor Agency under this Section 6 shall terminate on the earlier of(a) ninety (90) days from the"end of the underwriting period," as defined in Rule 15c2-12, or (b) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than twenty-five (25) days following the end of the underwriting period. Unless otherwise notified by the Underwriter in writing not later than thirty (30) days after the Closing Date, the Successor Agency may assume that the end of the underwriting period is the Closing Date. 7. Conditions to Obligations of Underwriter. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and agreements of the Successor Agency contained herein and upon the accuracy of the statements to be contained in the documents, opinions, and instruments to be delivered at the Closing. Accordingly, the Underwriter's obligation under this Purchase Agreement to purchase, accept delivery of, and pay for the Bonds on the Closing Date is subject to the performance by the Successor Agency of its' obligations hereunder at or prior to the Closing. The following additional conditions precedent relate to the Closing, in connection with the Underwriter's obligation to purchase the Bonds: (a) At the time of the Closing, (i) the representations of the Successor Agency contained herein shall be true, complete and correct in all material respects; and (ii) the Supplemental Indentures shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter; (b) At the Closing Date, the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter; 23541551.3 6 (c) In the reasonable judgment of the Underwriter, none of the following events shall occur: (1) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events: (i) legislation shall have been enacted by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon interest received on obligations of the general character of the Bonds; provided that, this paragraph (c)(1) shall not apply if the Bonds are being issued as taxable Bonds; or (ii) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war, (2) any other calamity or crisis in the financial markets of the United States or elsewhere, (3) the sovereign debt rating of the United States is downgraded by any major credit rating agency or a payment default occurs on United States Treasury obligations, or (4) a default with respect to the debt obligations of, or the institution of proceedings under any federal bankruptcy laws by or against, any state of the United States or any city, county or other political subdivision located in the United States having a population of over 500,000; or (iii) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; or (iv) legislation shall have been enacted by the Congress of the United States or shall have been favorably reported out of committee or be pending in conunittee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general character of the Bonds, the Supplemental Indentures or the Resolution, or any comparable securities of the Successor Agency, are not exempt from the registration, qualification or other requirements of the Securities Act or the Trust Supplemental Indentures Act or otherwise, or would be in violation of any provision of the federal securities laws; or (v) except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the Successor Agency shall have occurred; or (vi) any rating on: the bonds of the Successor Agency is reduced or withdrawn or placed on credit watch with negative outlook by any major credit rating agency; or (2) any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Official Statement (other than any statement provided by the Underwriters) or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either 235415513 7 such event, the Successor Agency refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (3) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or (4) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or (5) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or (6) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act and the Trust Indenture Act; or (7) the withdrawal, downgrading or placement on "credit watch" or "negative outlook"of any rating of the Bonds by a national rating agency; or (8) the commencement of any action, suit or proceeding described in Section 40)hereof. (d) At or prior to the Closing, the Underwriter shall receive the following: (1) The unqualified approving opinion of Jones, Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, in form and substance acceptable to the Underwriter, addressed to the Successor Agency, dated the date of the Closing, together with a letter from such counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that the foregoing opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it; (2) A supplemental opinion of Bond Counsel, addressed to the Underwriter, in form and substance acceptable to each of them, dated the date of Closing, to the following effect: (i) This Purchase Agreement, the Escrow Agreements and the Continuing Disclosure Certificate have been duly executed and delivered by the Successor Agency and (assuming due authorization, execution and delivery by, and validity against, the other party thereto, if any) are valid and binding agreements of the Successor Agency. We call attention to the fact that the rights 23541551.3 8 and obligations under this Purchase Agreement, the Escrow Agreements and the Continuing Disclosure Certificate may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, and to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against entities formed pursuant to Government Code Section 6500 and following in the State of California. We express no opinion with respect to any indemnification, contribution, choice of law, choice of forum or waiver provisions contained therein; (ii) The statements and information contained or summarized in the Official Statement on the cover page and under the headings "INTRODUCTION," "THE BONDS," "SECURITY FOR THE BONDS," "FINANCIAL INFORMATION — Flow of Funds," "LEGAL MATTERS —Tax Matters," "APPENDIX A— SUMMARY OF CERTAIN PROVISIONS OF THE SUPPLEMENTAL INDENTURES" and "APPENDIX B — FORM OF BOND COUNSEL OPINION" (but not including any statistical or financial information set forth under such headings, as to which no opinion need be expressed) insofar as such statements purport to summarize certain provisions of the Bonds, the Supplemental Indentures and the opinion of Bond Counsel concerning certain federal and state tax matters relating to the Bonds, are accurate in all material respects; (iii) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Supplemental Indentures is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (3) An opinion of Bond Counsel addressed to the Underwriter to the effect that the Prior Bonds have been defeased pursuant to the terms of the respective documents under which such Prior Bonds were issued; (4) The opinion of counsel to the Successor Agency, addressed to the Underwriter and the Successor Agency, in form and substance acceptable to each of them, dated the date of the Closing,to the following effect: (i) The Successor Agency is a public entity, duly organized and validly existing under and by virtue of the Constitution and the laws of the State; (ii) The Supplemental Indentures, the Continuing Disclosure Certificate, the Escrow Agreements, and the Purchase Agreement have been duly approved by the Resolution of the Successor Agency adopted at a regular meeting duly called and held in accordance with the law and with all public notice required by law and at which a quorum of the members of the Successor Agency was continuously present, and the Resolution is in full force and effect and has not been modified, amended or rescinded; (iii) The Supplemental Indentures, the Continuing Disclosure Certificate, the Escrow Agreements, and the Purchase Agreement have been duly approved by the Oversight Board Resolution adopted at a special meeting duly called and held in accordance with the law and with all public notice required by law and at which a quorum of the members of the Oversight Board was 23541551.3 9 continuously present, and the Oversight Board Resolution is in full force and effect and has not been modified, amended or rescinded; (iv) Except as described in the Official Statement, there is no litigation pending against the Successor Agency and notice of which has been served on the Successor Agency, or to the best of such counsel's knowledge after due inquiry, threatened against the Successor Agency, which: (a) challenges the right or title of any member or officer of the Successor Agency to hold his or her respective office or exercise or perform the powers and duties pertaining thereto; (b) challenges the validity or enforceability of the Bonds, the Supplemental Indentures, the Escrow Agreements, the Continuing Disclosure Certificate, or the Purchase Agreement; (c) seeks to restrain or enjoin the issuance and sale of the Bonds, the adoption or effectiveness of the Resolution and Supplemental Indentures, or the execution and delivery by the Successor Agency of, or the performance by the Successor Agency of its obligations under the Bonds, the Supplemental Indentures, the Escrow Agreements, the Continuing Disclosure Certificate, or the Purchase Agreement; or (d) if determined adversely to the Successor Agency or its interests, would have a material and adverse effect upon the financial condition, assets, properties or operations of the Successor Agency; (v) The execution and delivery by the Successor Agency of, and the performance by the Successor Agency of its obligations under, the Bonds, the Supplemental Indentures, the Escrow Agreements, the Continuing Disclosure Certificate, and the Purchase Agreement, do not in any material respect conflict with,violate or constitute a default under any provision of any law, court order or decree or any contract, instrument or agreement to which the Successor Agency is a party or by which it is bound; and (vi) Based on the information made available to counsel to the Successor Agency, and without having undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to its attention which would lead it to believe that the Official Statement as of its date and as of the date of Closing (excluding therefrom the financial and statistical data and forecasts included therein, as to which no opinion is expressed and information relating to the Insurer, the Policy, DTC and its book entry system) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (5) A certificate dated the date of the Closing, signed by the City Manager, as chief administrative officer of the Successor Agency, or appropriate officer of the Successor Agency, to the effect that: (i) the representations and covenants of the Successor Agency contained herein are true and correct in all material respects on and as of the date of the Closing with the same effect as if made on the Closing Date; (ii) the Successor Agency has complied with all the agreements and satisfied all of the conditions on its part to be performed or satisfied at or prior to the Closing; (iii) no event affecting the Successor Agency has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date any statement or information contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information 23541551.3 10 therein not misleading in any material respect; and (iv) the Supplemental Indentures remains in full force and effect and has not been amended in any respect, except as approved in writing by the Underwriter, since the date of the Supplemental Indentures; (6) A certificate of the Trustee dated the date of the Closing, to the effect that: (i)the Trustee is organized and existing as a national banking association under and by virtue of the laws of the United States of America, having full power and being qualified and duly authorized to perform the duties and obligations of the Trustee and Escrow Bank under and pursuant to the Supplemental Indentures and the Escrow Agreements (together, the "Trustee Documents"); (ii) the Trustee has agreed to perform the duties and obligations of the Trustee as set forth in the Trustee Documents; (iii) to the best of its knowledge, compliance with the provisions on the Trustee's part contained in the Trustee Documents will not conflict with or constitute a breach of or default under the Articles of Incorporation or Bylaws of the Trustee or any material law, administrative regulation,judgment, decree, loan agreement, Supplemental Indentures, resolution, bond, note, agreement or other instrument to which the Trustee is a party or is otherwise subject, as a result of which the Trustee's ability to perform its obligations under the Trustee Documents would be impaired, nor will any such 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 properties or assets held by the Trustee pursuant to the Trustee Documents under the terms of any such law, administrative regulation,judgment, decree, loan agreement, Supplemental Indentures, bond, note, agreement or other instrument, except as provided by the Trustee Documents; and (iv) the Trustee has not been served in any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending nor, to the best of the knowledge of the Trustee, is any such action, suit, proceeding, inquiry or investigation threatened against the Trustee, affecting the existence of the Trustee, or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the delivery of the Bonds issued under the Supplemental Indentures or the collection of revenues pledged or to be pledged to pay the principal of, premium, if any, and interest on the Bonds issued under the Supplemental Indentures, or the pledge thereof, or in any way contesting the powers of the Trustee or its authority to enter into or perform its obligations under the Trustee Documents, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Trustee Documents; (7) An opinion of counsel to the Trustee dated the Closing Date and addressed to the Successor Agency and the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that: (i) the Trustee has been duly organized and is validly existing and in good standing as a national banking association under the laws of the United States of America with full corporate power to undertake the trust of the Trustee Documents; (ii) the Trustee has duly authorized, executed and delivered the Trustee Documents, and by all proper corporate action has authorized the acceptance of the duties and obligations of the Trustee under the Trustee Documents and to authorize in its capacity as trustee thereunder the authentication and delivery of the Bonds; (iii) assuming due authorization, execution and delivery by the Successor Agency, the Trustee Documents are valid, legal and binding agreements of the Trustee, enforceable in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (iv) exclusive of federal or 23541551.3 11 state securities laws and regulations, to the best of such counsel's knowledge after reasonable inquiry and investigation, other than routine filings required to be made with governmental agencies in order to preserve the Trustee's authority to perform a trust business (all of which routine filings such counsel believes, after reasonable inquiry and investigation, to have been made), no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee is or will be required for the execution and delivery by the Trustee of the Trustee Documents or the authentication and delivery of the Bonds; (v)to the best of such counsel's knowledge, the execution and delivery by the Trustee of the Trustee Documents and the Bonds, and compliance with the terns thereof will not, in any material respect, conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, Supplemental Indentures, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties, or (except with respect to the lien of the Supplemental Indentures) 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 Trustee; and (vi) to the best of such counsel's knowledge, there is no litigation pending or threatened against or affecting the Trustee to restrain or enjoin the Trustee's participation in, or in any way contesting the powers of the Trustee with respect to the transactions contemplated by the Bonds and the Trustee Documents; (8) An opinion of counsel to the Underwriter, addressed to the Underwriter, in form and substance acceptable to the Underwriter; (9) A copy of this Purchase Agreement duly executed and delivered by the parties thereto; (10) A copy of the Official Statement, executed on behalf of the Successor Agency by the City Manager, as chief administrative officer of the Successor Agency, or such other appropriate officer of the Successor Agency; (11) Copies of the Supplemental Indentures, the Escrow Agreements, the Continuing Disclosure Certificate, each duly executed and delivered by the parties thereto; (12) Certified copies of all resolutions of the Successor Agency and the Oversight Board relating to the issuance of the Bonds (including without limitation the Resolution and the Oversight Board Resolution); (13) An opinion of Norton Rose Fulbright US LLP, Disclosure Counsel to the Successor Agency dated the date of Closing and addressed to the Successor Agency and the Underwriter and the Financial Advisor in form and substance satisfactory to the Underwriter; (14) Verification Report issued by Grant Thornton LLP regarding the sufficiency of the securities and cash on deposit in the respective Escrow Funds, to pay the redemption prices of the Prior Bonds; (15) The tax and nonarbitrage certificate by the Successor Agency in form and substance to the reasonable satisfaction of Bond Counsel and the Underwriter; 23541551.3 12 (16) The preliminary and final Statement of Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the California Government Code and Section 8855(g) of the Government Code; (17) Evidence that the ratings on the Bonds are as described in the Official Statement; (18) A certificate, dated the date of the Preliminary Official Statement, of the Successor Agency, as required under Rule 15c2-12; (19) A certificate, dated the date of the Official Statement, of Harrell & Company Advisors, LLC regarding the Official Statement in form and substance acceptable to the Underwriter; (20) A certificate, dated the date of Closing, of Harrell & Company Advisors, LLC regarding the Successor Agency's compliance in the past five (5) years with any previous undertakings with regard to Rule 15c2-12 to provide annual reports or notices of material events, except as disclosed in the Official Statement; and (21) [The executed Policy of the Insurer insuring the schedule payment of principal of and interest on the Insured Bonds;] (22) [An executed copy of that certain insurance agreement by and between the Successor Agency and the Insurer;] (23) [An opinion of counsel to the Insurer, date as of the date of Closing addressed to the Underwriter and the Successor Agency in form and substance acceptable to the Underwriter, substantially to the effect that: (i) the Insurer has been duly incorporated and is validly existing and in good standing under the laws of the State of its incorporation; (ii) the Policy constitutes the legal, valid and binding obligation of the Insurer enforceable in accordance with its terms, 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; and (iii) the information contained in the Official Statement under the caption`BOND INSURANCE" does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;] (24) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter, Bond Counsel or Disclosure Counsel may reasonably request to evidence compliance by the Successor Agency with this Purchase Agreement, legal requirements, and the performance or satisfaction by the Successor Agency at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Successor Agency. The Successor Agency will furnish the Underwriter with such conformed copies of such opinions, certificates, letters and documents as the Underwriter may reasonably request. If the Successor Agency is unable to satisfy the conditions to the obligations of the Underwriter contained in this Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter or the 23541551.3 13 Successor Agency shall have any further obligations hereunder. However, the Underwriter may in its discretion waive one or more of the conditions imposed by this Purchase Agreement for the protection of the Underwriter and proceed with the related Closing. If this Purchase Agreement shall be terminated pursuant to this Section, including but not limited to paragraphs (b) and (c), or if the purchase provided for herein is not consummated because any condition to the Underwriter's obligation hereunder is not satisfied or because of any refusal, inability or failure on the part of the Successor Agency to comply with any of the terms or to fulfill any of the conditions of this Purchase Agreement, or if for any reason the Successor Agency shall be unable to perform all of their respective obligations under this Purchase Agreement, the Successor Agency shall not be liable to the Underwriter for damages on account of loss of anticipated profits arising out of the transactions covered by this Purchase Agreement. 8. Expenses. Whether or not the transactions contemplated by this Purchase Agreement are consummated, the Underwriter shall be under no obligation to pay, and the Successor Agency shall pay only from the proceeds of the Bonds, but only as the Successor Agency and such other party providing such services may agree, all expenses and costs of the Successor Agency incident to the performance of their obligations in connection with the authorization, issuance, sale and delivery of the Bonds to the Underwriter, including, without limitation, printing costs, rating agency fees and charges, initial fees of the Trustee and Escrow Bank, including fees and disbursements of its counsel, if any, fees and disbursements of Bond Counsel, Disclosure Counsel and other professional advisors employed by the Successor Agency, costs of preparation, printing, signing, transportation, delivery and safekeeping of the Bonds and for expenses (included in the expense component of the spread) incurred by the Underwriter. The Underwriter shall pay all out-of-pocket expenses of the Underwriter, including, without limitation, the fees and expenses of its counsel, advertising expenses, the California Debt and Investment Advisory Commission fee, CUSIP Services Bureau charges, regulatory fees imposed on new securities issuers and any and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds. 9. Notice. Any notice or other communication to be given to the Successor Agency under this Purchase Agreement may be given by delivering the same in writing at the address set forth above. Any such notice or communication to be given to the Underwriter may be given by delivering the same in writing to: Stifel,Nicolaus & Company, Incorporated One Montgomery Street, 37"Floor San Francisco, California 94104 Attention: Sara Brown,Managing Director 10. Parties in Interest. This Purchase Agreement is made solely for the benefit of the signatories hereto (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof except as provided in Section 10 hereof. All representations in this Purchase Agreement shall remain operative and in full force and effect, regardless of(a) delivery of and payment for any of the Bonds and(b) any termination of this Purchase Agreement. it. Countemarts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 23541551.3 14 [Remainder of Page Intentionally Left Blank] 235415513 15 12. Governing Law. This Purchase Agreement shall be governed by the laws of the State of California. STIFEL NICOLAUS & COMPANY, INCORPORATED By: Managing Director Accepted: SUCCESSOR AGENCY TO THE PALM SPRING COMMUNITY REDEVELOPMENT AGENCY APPROVED AS TO FORM By: City Manager, as chief administrative Bond Counsel officer of the Successor Agency Time of Execution: Pacific Time APPROVED AS TO FORM By: Agency Counsel ATTEST: By: City/Agency Clerk 23541551.3 16 APPENDIX A-1 SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY 2017 Series A Tax Allocation Refunding Bonds and SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY 2017 Series B Tax Allocation Refunding Bonds 23541551.3 A-1 APPENDIX A-2 SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY 2017 Series A Tax Allocation Refunding Bonds and SUCCESSOR AGENCY TO THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY 2017 Series B Tax Allocation Refunding Bonds 23541551.3 A-2