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HomeMy WebLinkAboutStaff Report 4.B 12/01/2014(i) AgendaItemc DATE: December 1, 2014 TO: Honorable Mayor and Members of the City Council acting in their capacity as the Governing Board of the Petaluma Community Development Successor Agency FROM: William Mushallo, Finance Director SUBJECT: Resolution of the Petaluma Community Development Successor Agency Authorizing the Issuance of Refunding Bonds to Refinance Bonds Issued by the Former Petaluma Community Development Commission RECOMMENDATION It is recommended that the Petaluma Community Development Successor Agency (Successor Agency) adopt a Resolution authorizing the issuance of refunding bonds to refinance certain outstanding bonds issued by the Former Petaluma Community Development Commission and authorizing the Executive Director to execute all necessary and related documents. BACKGROUND The former Petaluma Community Development Commission (PCDC) issued two series of tax allocation bonds — $23,630,000 of Series 2003A Bonds in October, 2003 and $18,355,000 of Series 2005A Bonds in October, 2005 — to finance and refinance redevelopment projects within the PCDC Project Area. Tax allocation bonds are a common type of long-term debt that is secured by and payable from a portion of the property taxes levied and collected from within a redevelopment project area. Currently, $19,870,000 of the 2003 bonds and $16,565,000 of the 2005 bonds remain outstanding. An opportunity exists for the Successor Agency to issue refunding bonds for the purpose of refinancing the 2003 and 2005 bonds at lower interest rates, in order to realize significant debt service savings. At today's relatively low interest rates, the `all-inclusive' interest rate on the proposed refunding bonds would equal approximately 4.00%, as compared to an average interest rate of 4.92% on the outstanding 2003 bonds and 4.70% on the outstanding 2005 bonds. In so doing, Petaluma would join a growing number of successor agencies that have issued tax allocation refunding bonds. So far during 2014, in the aggregate, approximately $1.5 billion of such refunding bonds have been issued by approximately 50 successor agencies, resulting in debt service savings of more than $100 million. DISCUSSION There are three common methods of selling municipal bonds: competitive public sales, negotiated public sales and direct private placements. Depending on a variety of factors, including the security for the bonds, the size, term and stricture of the bonds, and the creditworthiness of the bonds, one or another method of sale is likely to achieve the best overall result (i.e., the lowest possible interest rate). With respect to the proposed Petaluma Community Development Successor Agency Refunding Bonds, Agency staff in consultation with its financial advisor and bond counsel determined that a direct private placement would likely achieve the best overall result in this instance. In a direct private placement an issuer such as the Successor Agency sells its bonds directly to an investor; by comparison, in a competitive sale or negotiated sale, an issuer sells its bonds to a broker-dealer (e.g. an underwriter) who then re -sells the bonds to investors. During the week of August 4, 2014, a Request for Proposals (RFP) and Credit Presentation was sent to approximately ten large commercial banks that regularly purchase municipal bonds via direct private placement. Among the responses were two proposals that Successor Agency Staff deemed most favorable. Western Alliance Bank submitted a proposal to purchase through an affiliated entity,the portion of the Refunding Bonds that would be used to refund the outstanding 2003 bonds; ® JP Morgan Chase Bank submitted a proposal to purchase the portion of the Refunding Bonds that would be used to refund the outstanding 2005 bonds. In their respective proposals, Western Alliance Basil: proposed an `indicative' interest rate of approximately 4.00%, and JP Morgan Chase proposed an `indicative' interest rate of approximately 3.50%. An indicative interest rate is the interest rate at which an investor is willing to purchase bonds on the date its proposal is submitted. The actual interest rate at which Western Alliance Bank and JP Morgan Chase Bank may ultimately purchase the refunding bonds will not be determined until late December, shortly before the refinancing closes. Depending upon market conditions at that time, the actual interest rates may differ from the indicative rates. Moreover, neither Western Alliance nor JP Morgan is under any binding obligation to purchase the refunding bonds, and both Western Alliance and JP Morgan reserve the right to rescind their offers at any time prior to closing. Similarly, if for any reason prior to closing the Successor Agency determines that issuance of the proposed refunding bonds is no longer in its best interest, then the Agency may terminate the transaction at little or no cost. For example, if interest rates rise appreciably between now and late December, and the projected savings that would result from the refunding is no longer deemed sufficient, then the Agency may delay or cancel the transaction. Notwithstanding the above, both Western Alliance and JP Morgan are highly experienced in transactions of this nature, and both have good track records of completing such transactions once begun. Western Alliance Bank, JP Morgan Chase, the Agency and its financing team are now working together to finalize all of the arrangements necessary to complete the transaction. Pursuant to State law, the proposed refunding bonds must be approved by the Successor Agency Governing Board, the Oversight Board and the State Department of Finance (DOF). A meeting of the Oversight Board is anticipated to occur on Wednesday, December J. If as expected, the Oversight Board approves the refinancing, then immediately thereafter a request for DOF approval will be submitted. By law, DOF has 60 days to act; however, staff is hopeful that DOF will grant its approval within three weeks. If the financing proceeds in accordance with the proposed schedule, then closing will occur on or about December 30, 2014. The attached resolution authorizes the execution and delivery of various financing documents, including two supplemental indentures, two bond purchase agreements and two escrow agreements, one for each of the two series of refunding bonds — Series 2014A and Series 2015A. Attached to this report are drafts of each such document, together with draft forms of agreement with the Financial Advisor and Placement Agent. The resolution provides that the drafts may be modified prior to execution if deemed necessary by the Finance Director, the City Manager or the Mayor in consultation with the, financial advisor and bond counsel. FINANCIAL IMPACTS Based on the indicative interest rates proposed by Western Alliance Bank and JP Morgan Chase, the proposed refinancing would result in total debt service savings of approximately $4.97 million over the 18+ year life of the financing, net of all transaction costs. Another common measure of the debt service savings that results from the issuance of refunding bonds is "net present value savings," commonly referred to as "NPV Savings." NPV Savings is equal to total debt service savings (e.g. $4.97 million) adjusted for the time value of money, the cost of issuance, and any up -front cash contribution of funds. NPV Savings is generally considered to be a better measure of the true economic benefit of issuing refunding bonds. Based on the indicative interest rates proposed by Western Alliance Bank and JP Morgan Chase, the expected NPV Savings from the proposed refinancing equals approximately $2.78 million or 7.64% of the par amount of the refunded bonds. Within the public finance industry, NPV Savings of 3%-5% of the par amount of the refunded bonds is typically considered a good result; as such, the expected savings from this transaction is favorable. The actual amount of savings from this transaction will not be determined until DOF approval is granted, at which time the Successor Agency will 'lock -in' the actual interest rate on the refimding bonds. However, if interest rates increase appreciably between now and then, it is possible that the amount of savings may be insufficient to warrant proceeding, in which case the refinancing may be cancelled, or delayed until a later date. Refunding the 2003 and 2005 bonds will reduce the debt service payable by the Successor Agency, and make more property tax revenue available to the taxing entities that share in the tax base within the redevelopment project areas, including the City. It is anticipated that as a result of the refinancing, the City will realize approximately $600,000 in additional property tax revenue over the term of the bonds. During 2014/15 budget meetings earlier this year, Staff discussed applying these savings to playground replacement projects over the next several years. Refinancing tax allocation bonds does not result in lower property taxes for homeowners or any direct savings for local property taxpayers. The costs of issuance for legal services, financial advisory services, placement agent services, and other related costs and expenses incurred in connection with the issuance of the refunding bonds equals approximately $350,000. Most of these costs are payable from the proceeds of the refunding bonds, contingent upon closing. In other words, if the refinancing fails to close, then most of the transaction costs will be waived. However, a portion of the fees for legal services estimated at not -to -exceed $10,000 is non -contingent. No General Fund expense will be incurred in connection with this refinancing. ATTACHMENTS 1. Resolution of the Successor Agency 2. Second Supplemental Bond Indenture (Series 2014A) 3. Third Supplemental Bond Indenture (Series 2015A) 4. Bond Purchase and Rate Lock Agreement with TPB Investments, Inc. 5. Forward Delivery Bond Purchase Agreement with JPMorgan Chase Bank, N.A. 6. Escrow Deposit and Trust Agreement (relating to the 2003 Bonds) 7. Escrow Deposit and Trust Agreement (relating to the 2005 Bonds) 8. Financial Advisor Engagement Letter 9. Placement Agent Agreement 10. Credit Presentation 11. Bond Counsel Agreement 4 ATTACHMENT 1 A RESOLUTION OF THE PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY REQUESTING OVERSIGHT BOARD APPROVAL OF THE ISSUANCE OF TAX ALLOCATION REFUNDING BONDS TO REFINANCE OUTSTANDING BONDS OF THE FORMER PETALUMA COMMUNITY DEVELOPMENT COMMISSION, AUTHORIZING THE ISSUANCE OF THE BONDS, APPROVING THE FORM OF AND EXECUTION AND DELIVERY OF SUPPLEMENTS TO INDENTURE AND OTHER DOCUMENTS, AND PROVIDING OTHER MATTERS RELATING TO THE ISSUANCE OF THE BONDS WHEREAS, the Petaluma Community Development Commission (the "Former Commission") was a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health and Safety Code of the State (the "Law"); WHEREAS, the Former Commission issued its $23,630,000 aggregate principal amount of Petaluma Community Development Commission Petaluma Community Development Project Tax Allocation Bonds, Series 2003A (the `42003 Bonds") for the purpose of financing and refinancing portions of the Petaluma Commumity Development Project; WHEREAS, the Former Commission issued its $18,355,000 aggregate principal amount of Petaluma Community Development Commission Petaluma Community Development Project Refunding Tax Allocation Bonds, Series 2005A (the "2005 Bonds") for the purpose of financing portions of the Petaluma Community Development Project; WHEREAS, the Former Commission issued its $31,825,000 aggregate principal amount of Merged Project Area Subordinate Tax Allocation Bonds, Series 2007 (the "2007 Bonds") for the purpose of financing and refinancing redevelopment activities with respect to its merged Project Areas pursuant to an Indenture, dated as of April 1, 2007, by and between the Former Commission and the U.S. Bank National Association, as trustee (the "Master Indenture"); WHEREAS, as of November 1, 2014, the 2003 Bonds are outstanding in the principal amount of $19,870,000: WHEREAS, as of November 1, 2014, the 2005 Bonds are outstanding in the principal amount of $16,565,000; WHEREAS, Assembly Bill XI 26, effective June 29, 2011, together with AB 1484, effective June 27, 2012 ("AB 1484") resulted in the dissolution of the Former Commission as of February 1, 2012, and the vesting in this Petaluma Community Development Successor Agency (the "Successor Agency") of all of the authority, rights, powers, duties and obligations of the Former Commission; WHEREAS, AB 1484, among other things, amended the Law to authorize the Successor Agency to issue bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the "Refunding Law") for the purpose of achieving debt service savings within the parameters set forth in Section 34177.5(a)(1) of the Health and Safety Code (the "Statutory Minimum Savings"); WHEREAS, pursuant to Section 34179, an oversight board (the "Oversight Board") has been established for the Successor Agency; WHEREAS, the Successor Agency caused an independent financial advisor, Steven Gortler, to prepare an analysis of the potential debt service savings prepared by Steven Gortler demonstrating that: (1) (i) the total interest cost to maturity on the Series 2014 Bonds plus the principal amount of the Series 2014 Bonds will not exceed the total remaining interest cost to maturity on the 2003 Bonds plus the remaining principal of the 2003 Bonds, and (ii) the principal amount of the Series 2014 Bonds will not exceed the amount required to defease the 2003 Bonds, to establish customary debt service reserves, and to pay related costs of issuance; and (2) (i) the total interest cost to maturity on the Series 2015 Bonds plus the principal amount of the Series 2015 Bonds will not exceed the total remaining interest cost to maturity on the 2005 Bonds plus the remaining principal of the 2005 Bonds, and (ii) the principal amount of the Series 2015 Bonds will not exceed the amount required to defease the 2005 Bonds, to establish customary debt service reserves, and to pay related costs of issuance (the "Debt Service Savings Analysis") that will accrue to the Successor Agency and to applicable taxing entities as a result of the refimding of the 2003 Bonds and the 2005 Bonds, based on estimated interest rates as of the date of the Debt Service Savings Analysis; WHEREAS, the Successor Agency has reviewed and wishes to approve the forms of and authorize the execution and delivery of (i) a Second Supplement to hudenture (the "Second Supplement') relating to the Master Indenture and providing for the issuance of the Series 2014 Bonds (as herein defined), (ii) a Third Supplement to Indenture (the "Third Supplement") relating to the Master Indenture and providing for the issuance of the Series 2015 Bonds (as herein defined) (iii) an Escrow Deposit and Trust Agreement to be executed by the Successor Agency and U.S. Bank National Association, as successor trustee for the 2003 Bonds, to be dated as of the date of the issuance and delivery of the Series 2014 Bonds (the "2003 Bonds Escrow Agreement'), and (iv) an Escrow Deposit and Trust Agreement to be executed by the Successor Agency and U.S. Bank National Association, as successor trustee for the 2005 Bonds, to be dated as of the date of the issuance and delivery of the Series 2015 Bonds (the "2005 Bonds Escrow Agreement' and together with the "2003 Bonds Escrow Agreement," the "Escrow Agreements"); WHEREAS, the Successor Agency wishes to sell the Series 2014 Bonds to TPB Investments, Inc., a wholly owned subsidiary of Western Alliance Bank, an Arizona corporation (the "Series 2014 Bonds Purchaser'), pursuant to a Bond Purchase and Rate Lock Agreement (the "Series 2014 Bond Purchase Agreement'); and WHEREAS, the Successor Agency wishes to sell the Series 2015 Bonds to 7PMorgan Chase Bank, N.A. (the "Series 2015 Bonds Purchaser'), pursuant to a Forward Delivery Bond Purchase Agreement (the "Series 2015 Bond Purchase Agreement' and together with the Series 2014 Bond Purchase Agreement, the "Bond Purchase Agreements"); and WHEREAS, the Successor Agency has reviewed and wishes to approve the forms of and authorize the execution and delivery of the Second Supplement, the Third Supplement, the Escrow Agreements and the Bond Purchase Agreements; WHEREAS, the Successor Agency requests that the Oversight Board make certain determinations described below on which the Successor Agency will rely in undertaking the refunding proceedings; WHEREAS, the Successor Agency requests that the Oversight Board approve the issuance of the Series 2014 Bonds (as defined below) and the Series 2015 Bonds (as defined below) by the Successor Agency, as authorized by Sections 34177.5(g) and 34180(b) of the Health and Safety Code; NOW, THEREFORE, BE IT RESOLVED by the Petaluma Connmrmity Development Successor Agency, as follows: Section 1. Determination That Savings will be achieved through Refunding. Based on dre conclusions set forth in the Debt Service Savings Analysis, the Successor Agency has determined that it will achieve debt service savings that will exceed the Statutory Minimum Savings, and will achieve savings of at least 3%, on a net present value basis, of the principal amount of the 2003 Bonds and the 2005 Bonds being refunded (the "Savings Parameters"). The refunding of the 2003 Bonds and the 2005 Bonds will be accomplished through the issuance pursuant to the Law and the Refunding Law of its "Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2014" (the "Series 2014 Bonds") and its "Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2015" (the "Series 2015 Bonds"), respectively. The Successor Agency directs that the 2003 Bonds and the 2005 Bonds will only be refimded with the proceeds of the Series 2014 Bonds and the Series 2015 Bonds, respectively, if the Savings Parameters attributable thereto are met. Section 2. Approval of Issuance of the Bonds. The Successor Agency hereby authorizes and approves the issuance of the Series 2014 Bonds and the Series 2015 Bonds under the Law and the Refunding Law, subject to the authorization to proceed from the Oversight Board, provided that the Savings Parameters are satisfied. Section 3. Supplements to Master Indenture. The Successor Agency hereby approves the Second Supplement prescribing the terms and provisions of the Series 2014 Bonds, the Third Supplement prescribing the terms of the Series 2015 Bonds and the application of the proceeds of such bonds to refund the 2003 Bonds and 2005 Bonds, respectively. Each of the Mayor, as the Chair and presiding officer of the Successor Agency, the City Manager of the City of Petaluma, as the chief administrative officer of the Successor Agency, and the Finance Director of the City of Petaluma (each, an "Authorized Officer"), is hereby authorized and directed to execute and deliver, and the City Clerk, as the secretary of the Successor Agency, is hereby authorized and directed to attest to, the Second Supplement and the Third Supplement for and in the name and on behalf of the Successor Agency, in substantially the forms thereof on file with the City Clerk, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve, such approval to be conclusively evidenced by the execution and delivery of the Second Supplement and the Third Supplement. The Successor Agency hereby authorizes the delivery and performance of the Second Supplement and the Third Supplement. Section 4. Approval of Escrow Agreements. The Successor Agency hereby approves the Escrow Agreements and each Authorized Officer is hereby authorized and directed to execute and deliver the Escrow Agreements for and in the name and on behalf of the Successor Agency, in substantially the forms thereof on file with the City Clerk, with such changes therein, deletions therefrom and additions thereto as the Authorized Officer shall approve, such approval to be conclusively evidenced by the execution and delivery of the Escrow Agreements. The Successor Agency hereby authorizes the delivery and performance of the Escrow Agreements. Section 5. Bond Purchase Agreements. Subject to approval by the Oversight Board and either review and approval or failure to request review by the California Department of Finance, the Successor Agency hereby authorizes and directs an Authorized Officer of the Successor Agency to accept an offer to purchase the Series 2014 Bonds from the Series 2014 Bonds Purchaser and an offer to purchase the Series 2015 Bonds from the Series 2015 Bonds Purchaser. The Successor Agency hereby approves the respective forms of the Series 2014 Bond Purchase Agreement and the Series 2015 Bond Purchase Agreement on file with the City Cleric, as secretary of the Successor Agency, with such additions thereto and changes therein as an Authorized Officer deems necessary, desirable or appropriate upon consultation with the financial advisor and bond counsel to the Successor Agency, the execution of which by an Authorized Officer shall be conclusive evidence of the approval of any such additions or changes, provided that no such addition or change may cause the Statutory Savings Parameters not to be satisfied. The Successor Agency hereby authorizes the delivery and performance of the Series 2014 Bond Purchase Agreement and the Series 2015 Bond Purchase Agreement. Section 6. Agreements with Financial Advisor, Bond Counsel and Placement Agent. The Successor Agency approves the agreements with Steven Gortler, as financial advisor (the "Financial Advisor"), approves the engagement of Jones Hall, A Professional Law Corporation, as bond counsel ("Bond Counsel"), approves the appointment of Southwest Securities, Inc., as placement agent, and approves execution and performance of agreements with said firms, in the respective forms on file with the City Clerk. Section 7. Surety Bond. The Authorized Officers, each acting alone, are hereby authorized and directed to obtain a reserve fund surety bond for each of the Series 2014 Bonds and the Series 2015 Bonds if it is determined, upon consultation with the Financial Advisor, that such reserve fund surety bonds will reduce the respective true interest cost for the Series 2014 Bonds and the Series 2015 Bonds or upon consultation with the Financial Advisor and Bond Counsel are determined to be required pursuant to the terms and conditions of the Master Indenture. The Authorized Officers, each acting alone, are hereby authorized and directed to execute any legal documents or certificates required in connection with such reserve fund surety bonds. Section 8. Oversight Board Approval of the Issuance of the Bonds; Certain Determinations. The Successor Agency hereby requests the Oversight Board to approve the issuance of the Series 2014 Bonds and the Series 2015 Bonds pursuant to this Resolution and the Second Supplement and the Third Supplement, and to make certain determinations. Section 9. Filing of this Resolution. The Secretary of the Successor Agency is hereby authorized and directed to file a certified copy of this Resolution and the Debt Service Savings Analysis, with the Oversight Board, and, as provided in § 141800) of the Health and Safety Code, with the Sonoma County Administrative Officer, the Sonoma County Auditor -Controller and the California Department of Finance. Section 10. Official Actions. The Authorized Officers and any and all other officers of the Successor Agency are hereby authorized and directed, for and in the name and on behalf of the Successor Agency, to do any and all things and take any and all actions, which they, or any of them, may deem necessary or advisable in obtaining the requested approvals by the Oversight Board and the California Department of Finance. The Authorized Officers and any and all other officers of the Successor Agency are authorized and directed, on behalf of the Successor Agency, to execute and deliver any and all documents, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Series 2014 Bonds and the Series 2015 Bonds, the refunding of the 2003 Bonds and the 2005 Bonds, and the consummation of the transactions as described herein. Whenever in this Resolution any officer of the Successor Agency is directed to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable. Section 11. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED by the Petaluma Community Development Successor Agency this 1 st day of December, 2014, by the following vote: Attest: City Clerk AYES: NOES: r_r1,164" r� Mayor 10 ATTACHMENT 26084-05A JH:WI-IMJMG Glabalchange: —Successor Agency to the Petaluma Community Development Commission to Petaluma Community Development Successor Agency —Petaluma CDC Successor Agency to Successor Agency SECOND SUPPLEMENT TO INDENTURE Dated as of December 1, 2014 by and between the PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Trustee Relating to [Principal Amount] Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2014 11/20/14 Attachment 2-1 TABLE OF CONTENTS Page Section 1. Supplement to Master Indenture.......................................................................3 Section 2. Amendment of Master Indenture....................................................................15 Section 3. Attachment of Appendix C..............................................................................18 Section 4. Partial Invalidity................................................................................................18 Section 5. Execution in Counterparts................................................................................18 Section 6. Governing Law...................................................................................................18 EXHIBIT A - APPENDIX C TO MASTER INDENTURE Attachment 2-2 SECOND SUPPLEMENT TO INDENTURE This Second Supplement to Indenture (this "Second Supplement'), dated as of December 1, 2014, is by and between the PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY, a public entity duly organized and existing under the laws of the State of California (the "Successor Agency"), as successor to the Petaluma Community Development Commission (the "Former Commission"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the "Trustee"); WITNESSETH: WHEREAS, the Former Commission was duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law, being Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, pursuant to Section 33640 et seq. of the Law, the Former Commission was authorized to issue bonds for any redevelopment purpose; WHEREAS, a redevelopment plan for a redevelopment project area designated as the "Petaluma Central Business District Redevelopment Project" has been adopted and approved and all requirements of law for and precedent to, the adoption and approval of said plan have been duly complied with; WHEREAS, a redevelopment plan for a redevelopment project area designated as the "Petaluma Community Development Project" (and together with the Petaluma Central Business District, the "Project Areas") has been adopted and approved, and all requirements of law for, and precedent to, the adoption and approval of said plan have been duly complied with; WHEREAS, on September 18, 2006, the City Council adopted Ordinance Nos. 2251 N.C.S. and 2252 N.C.S., amending the redevelopment plans for the Petaluma Community Development Project and the Petaluma Central Business District Project, respectively, to fiscally merge the two Project Areas; WHEREAS, the redevelopment plans for the Project Areas contemplate the issuance of bonds by the Former Commission to finance or refinance a portion of the cost of such redevelopment; WHEREAS, the Former Commission issued its $23,630,000 aggregate principal amount of Petaluma Community Development Commission Petaluma Community Development Project Tax Allocation Bonds, Series 2003A (the "2003 Bonds") for the purpose of financing and refinancing portions of the Petaluma Community Development Project; Attachment 2-3 WHEREAS, as of December 1, 2014, the 2003 Bonds are outstanding in the principal amount of $19,870,000; WHEREAS, the Former Commission issued its $18,355,000 aggregate principal amount of Petaluma Community Development Commission Petaluma Community Development Project Refunding Tax Allocation Bonds, Series 2005A (the "2005 Bonds') for the purpose of financing portions of the Petaluma Community Development Project; WHEREAS, as of December 1, 2014, the 2005 Bonds are outstanding in the principal amount of $16,565,000; WHEREAS, the Former Commission issued its $31,825,000 aggregate principal amount of Merged Project Area Subordinate Tax Allocation Bonds, Series 2007 (the "2007 Bonds") for the purpose of financing and refinancing redevelopment activities with respect to its merged Project Areas pursuant to an Indenture, dated as of April 1, 2007, by and between the Former Commission and the Trustee (the "Master Indenture"); WHEREAS, the 2007 Bonds are payable from Pledged Tax Revenues (as defined in Master Indenture); WHEREAS, the Master Indenture permits the issuance of Additional Bonds (as defined in the Master Indenture) on a parity with the 2007 Bonds, subject to certain conditions; WHEREAS, the Former Commission issued its $11,369,000 aggregate principal amount of Petaluma Community Development Commission Merged Project Area Subordinate Tax Allocation Bonds, Series 2011 (the "2011 Bonds") for the purpose of providing funds to finance additional redevelopment activities to its merged Project Areas pursuant to the Master Indenture, as supplemented by a First Supplement to Indenture, dated as of March 1, 2011, by and between the Former Commission and the Trustee (the "First Supplement'); WHEREAS, the 2011 Bonds were issued in accordance with the requirements of the Master Indenture and the First Supplement, and are equally secured by and payable from Pledged Tax Revenues on a parity with the 2007 Bonds; WHEREAS, Assembly Bill X1 26, effective June 29, 2011, together with Assembly Bill 1484, effective June 27, 2012 (together, the "Dissolution Act') resulted in the dissolution of the Former Commission as of February 1, 2012, and the vesting in the Successor Agency of all of the authority, rights, powers, duties and obligations of the Former Commission; WHEREAS, Assembly Bill 1484, effective June 27, 2012 ("AB 1484"), authorizes the Successor Agency to issue bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the "Refunding Law") for the purpose of achieving debt service savings within the parameters set forth in Section 13 of AB 1484; WHEREAS, the Successor Agency has determined that it can achieve debt service savings within such parameters by the issuance pursuant to the Refunding Law of its $[Principal Amount] aggregate principal amount of Petaluma Community Development -2- Attachment 2-0 Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2014 (the "Series 2014 Bonds") to provide funds to refund the 2003 Bonds; WHEREAS, the Series 2014 Bonds will be subordinate to the 2005 Bonds so long as the 2005 Bonds are outstanding; WHEREAS, this Second Supplement is entered into pursuant to and in accordance with the provisions of Section 4.01, Section 4.02 and Section 5.01(b)(iii) of the Master Indenture for the purpose of prescribing the terms and conditions applicable to the issuance of the Series 2014 Bonds as Additional Bonds under the Master Indenture, as amended and supplemented by the First Supplement and this Second Supplement, and for the purposes of amending and supplementing the Master Indenture; WHEREAS, the conditions set forth in Section 4.01 and Section 4.02 of the Master Indenture to the issuance of the Series 2014 Bonds as Additional Bonds on a parity with the 2007 Bonds and the 2011 Bonds have been satisfied, and the Series 2014 Bonds will be secured by a pledge of and first lien on the Pledged Tax Revenues on a parity with the pledge and lien securing the 2007 Bonds and the 2011 Bonds, and such issuance will not cause the Successor Agency to exceed any limitations set forth in the Law or the Redevelopment Plans; and WHEREAS, the Successor Agency has certified that all acts and proceedings required by law necessary to make the Series 2014 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 this 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 Master Indenture. In accordance with the provisions of Section 8.01(b)(iii) of the Master Indenture, the Master Indenture is hereby amended by adding a supplement thereto consisting of a new article to be designated as Article XIII. Such Article XIII shall read in its entirety as follows: ARTICLE XIII SERIES 2014 BONDS Section 13.01. Definitions. Unless the context otherwise requires, the terms defined in this Section 13.01 shall, for all purposes of flus Article but not for any other purposes of this Indenture, have the respective meanings specified in this Section 13.01. All terms defined in Section 1.02 and not otherwise defined in flus Section 13.01 shall, when used in this Article X111, have the respective meanings given to such terms in Section 1.02. -3- Attachment 2-5 "Article XIII" means this Article XIII wluch has been incorporated in and made a part of this Indenture pursuant to the Second Supplement, together with all amendments of and supplements to thus Article XIII entered into pursuant to the provisions of Section 8.01(b)(iii). "Bond Counsel" means (a) Jones Hall, A Professional Law Corporation, or (b) any other attorney or firm of attorneys appointed by or acceptable to the Commission of nationally - recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes. "Bond Purchase Agreement" means the Bond Purchase and Rate Lock Agreement dated as of � 2014, between the Successor Agency and the Original Purchaser, relating to the purchase of the Series 2014 Bonds by the Original Purchaser from the Successor Agency. "Closing Date" means the date on which the Series 2014 Bonds are delivered to the Original Purchaser. "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 Series 2014 Bonds, including but not limited to printing expenses, filing and recording fees (including, but not limited to, fees of the California Debt and Investment Advisory Commission), 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, including fees of Original Purchaser's counsel, fees and charges for preparation, execution and safekeeping of the Series 2014 Bonds and any other cost, charge or fee in connection with the original issuance of the Series 2014 Bonds. "County" means Sonoma County, a county duly organized and existing under the laws of the State of California. "Dissolution Act" means: (1) Assembly Bill X1 26, signed by the Governor on June 28, 2011, and filed with the Secretary of State June 29, 2011, including as a part thereof, Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) of the California Health and Safety Code; and (2) Assembly Bill 1484, signed by the Governor on June 27, 2012 and filed with the Secretary of State on June 27, 2012. "Escrow Agent" means U.S. Bank National Association, as escrow agent under the Escrow Agreement. "Escrow Agreement" means the Escrow Deposit and Trust Agreement dated as of December 1, 2014, by and between the Successor Agency and the Escrow Agent with respect to the refunding of the 2003 Bonds. "Escrow Fund" means the fund of that name created and held by the Escrow Agent pursuant to the Escrow Agreement -4- Attachment 2-6 "Former Commission" means the Petaluma Community Development Commission, a public body corporate and politic duly organized under the Law and dissolved in accordance with the Dissolution Act. "Original Purchaser" means TPB Investments, Inc., a wholly owned subsidiary of Western Alliance Bank, an Arizona corporation, as the initial purchaser of the Series 2014 Bonds, and its successors and assigns. "Oversight Board" means the Oversight Board for the Petaluma Community Development Successor Agency duly constituted from time to time pursuant to Section 34179 of the California Health and Safety Code. "Plan Limits" means the limitations contained in the Redevelopment Plans on the number of dollars of taxes which may be divided and allocated to the Successor Agency pursuant to the Redevelopment Plans, as such limitation is prescribed by Section 33333.4 of the Law. "Recognized Obligation Payment Schedule" means the schedule by that name prepared before each six-month fiscal period in accordance with the requirements of Section 34177(1) of the California Health and Safety Code. "Redevelopment Obligation Retirement Fund" means the fund established and held by the Successor Agency pursuant to Section 34170.5(a) of the California Health and Safety Code. "Redevelopment Property Tax Trust Fund" or means the fund by that name established pursuant to California Health and Safety Code Sections 34170.5(a) and 34172(c) and administered by the County auditor -controller. "Reserve Account Suretv" means any surety bond or insurance policy deposited into the Reserve Account to satisfy the Reserve Account Requirement pursuant to Section 5.06(4)(c) or (e). "Resolution" means Resolution No. 2014-_ adopted by the Successor Agency on December 1, 2014. "Second Supplement" means the Second Supplement to Indenture, dated as of December 1, 2014, by and between the Successor Agency and the Trustee, as the same may be amended from time to time in accordance with the terms of this Indenture. "Series 2014 Bonds" means the Bonds which are authorized and issued under Section 13.02. "Series 2014 Expense Account" means the account by that name established and held by the Trustee pursuant to Section 13.05(a). -5- Attachment 2-7 "Series 2014 Reserve Account" means the account by that name within the Reserve Account, established and held by the Trustee for the benefit of the Owners of the Series 2014 Bonds only pursuant to Section 13.08(b). "Series 2014 Reserve Account Requirement" means: (A) as of any date of calculation, if the Series 2014 Reserve Account is funded, in whole or in part in cash, an amount equal to the lesser of: (i) Maximum Annual Debt Service on the Series 2014 Bonds; (ii) ten percent (10%) of the original principal amount of the Series 2014 Bonds; or (iii) 125% of Average Annual Debt Service on the Series 2014 Bonds ($ ); and (B) in the event an insurance policy guaranteeing the timely payment of debt service on the Series 2014 Bonds is on deposit in the Series 2014 Reserve Account, an amount equal to Maximum Annual Debt Service on the Series 2014 Bonds. "Successor Agency" means the Petaluma Community Development Successor Agency, a public entity duly organized and existing under the Law. "2003 Bonds" means the Former Commission's $23,630,OOOaggregate principal amount of Petaluma Community Development Commission Petaluma Community Development Project Tax Allocation Bonds, Series 2003A. "2005 Bonds" means the Former Commission's $18,355,000 aggregate principal amount of Petaluma Community Development Commission Petaluma Community Development Project Refunding Tax Allocation Bonds, Series 2005A. Section 13.02. Authorization of Series 2014 Bonds. The Series 2014 Bonds have been authorized to be issued and approved by the Successor Agency pursuant to the Resolution. The Series 2014 Bonds are issued as Additional Bonds in the aggregate principal amount of Dollars ($[Principal Amount]) under and subject to the terms of this Indenture, the Resolution, the Dissolution Act, the Refunding Law and the Law, for the purpose of providing funds to refund the 2003 Bonds in full. This Indenture constitutes a continuing agreement with the Owners of all of the Series 2014 Bonds issued hereunder and at any time Outstanding to secure the full payment when due of principal of and premium, if any, and interest on all Series 2014 Bonds wluch may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. The Series 2014 Bonds shall be designated the "Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2014." Section 13.03. Terms of Series 2014 Bonds. (a) General Provisions. The Series 2014 Bonds are issuable as a single fully registered bond without coupons. The Series 2014 Bonds shall be dated as of the Closing Date. The Series 2014 Bonds shall mature on May 1, 2033. The Series 2014 Bonds are not Book -Entry Bonds. (b) Interest Rate on the Series 2014 Bonds. The Series 2014 Bonds shall bear interest (calculated on the basis of a 360 -day year comprised of twelve 30 -day months) at the rate of % per annum (payable on May 1 and November 1 in each year, commencing May 1, 2015). -6- Attachment 2-8 (c) Interest Payment Provisions. Interest on the Series 2014 Bonds is payable from the Interest Payment Date next preceding the date of authentication thereof unless: (i) a Series 2014 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 will bear interest from such Interest Payment Date, (ii) a Series 2014 Bond is authenticated on or before the first Record Date, in which event interest thereon will be payable from the Closing Date, or (iii) interest on any Series 2014 Bond is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest on the Series 2014 Bonds is payable on each Interest Payment Date to the persons in whose names the ownership of the Series 2014 Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest on any Series 2014 Bond wlich is not punctually paid or duly provided for on any Interest Payment Date is payable to the person in whose name the ownership of such Series 2014 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 wlich is given to such Owner by first-class mail not less than 10 days prior to such special record date. (d) Payment Provisions Generally. The Trustee will pay interest on the Series 2014 Bonds by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Owners of the Series 2014 Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. At the written request of the Owner of Bonds in an aggregate principal amount of at least $1,000,000, which written request is on file with the Trustee as of any Record Date, the Trustee will pay interest on such Series 2014 Bonds on each succeeding Interest Payment Date by wire transfer in immediately available funds to such account of a financial institution within the United States of America as specified in such written request, which written request will remain in effect until rescinded in writing by the Owner. The Trustee will pay principal of the Series 2014 Bonds at the maturity thereof, in lawful money of the United States of America by check of the Trustee, upon presentation and surrender thereof at the Office of the Trustee. (e) Payment Provisions Applicable to Original Purchaser. Notwithstanding anything herein to the contrary, so long as the Series 2014 Bonds are owned by the Original Purchaser, (i) the Series 2014 Bonds are not required to be presented and surrendered to the Trustee for payment at any time prior to the final maturity thereof, and (ii) the Trustee will pay the principal of and interest on such Series 2014 Bonds by wire transfer to the Original Purchaser in -7- Attachment 2-9 accordance with the following wire transfer instructions (or such other instructions as the Original Purchaser shall deliver in writing to the Trustee): TPB Investments, an Affiliate of Western Alliance Public Finance ACCOUNT# BENEFICIARY: FOR CREDIT TO: Petaluma Community Development Successor Agency REFERENCE: (purpose - i.e., principal payment or interest payment Obligor#_ Facility# ) Section 13.04. Redemption. The Series 2014 Bonds shall be redeemed as provided in this Section 13.04. (a) Optional Redemption. The Series 2014 Bonds are subject to redemption in whole, at the option of the Commission, on any date on or after November 1, 2024, from any available source of funds, at a redemption price equal to 100% of the principal amount of the Series 2014 Bonds to be redeemed, without premium. The Successor Agency shall give the Trustee written notice of its intention to redeem Series 2014 Bonds under this subsection (a), and the manner of selecting such Series 2014 Bonds for redemption, in sufficient time to enable the Trustee to give notice of such redemption in accordance with subsection (c) of this Section. (b) Mandatory Sinking Fund Redemption. The Series 2014 Bonds are subject to mandatory sinking fund 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 May 1 and November 1 in the respective years as set forth in the following table: Sinking Fmld Principal Amount Redemption Date To Be Redeemed 5/1/2015 11/1/2015 5/1/2016 11/1/2016 5/1/2017 11/1/2017 5/1/2018 11/1/2018 5/1/2019 11/1/2019 5/1/2020 11/1/2020 5/1/2021 11/1/2021 5/1/2022 11/1/20? 5/1/20-23 -8- Attachment 2-10 11/1/2023 5/1/2024 11/1/2024 5/1/2025 11/1/2025 5/1/2026 11/1/2026 5/1/2027 11/1/2027 5/1/2028 11/1/2028 5/1/2029 11/1/2029 5/1/2030 11/1/2030 5/1/2031 11/1/2031 5/1/2032 11/1/2032 5/1/2033 (maturity) [To be confirmed] (c) Redemption Notice. The provisions of Section 2.04(b)(3) relating to providing conditional notice of redemption shall not apply to the Series 2014 Bonds. Notice of redemption of the Series 2014 Bonds shall not be revocable. No notice of sinking fund redemption need be given to the Original Purchaser so long as the Series 2014 Bonds are owned by the Original Purchaser. (d) Redemption Procedures. Except as provided in this Section 13.04 to the contrary, the redemption procedures and other provisions of Section 2.04 shall apply to the redemption of the Series 2014 Bonds. Section 13.05. Form and Execution of Series 2014 Bonds The Series 2014 Bonds will be initially delivered in the form of a separate single fully registered bond (which may be typewritten) for the total aggregate principal amount of the Series 2014 Bonds, which shall be executed, authenticated and delivered to the Original Purchaser on the Closing Date. Upon initial delivery of the Series 2014 Bonds to the Original Purchaser, the Trustee shall register the ownership of the Series 2014 Bonds on the Registration Books in the name of the Original Purchaser. The Series 2014 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 C attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by thus Indenture. -9- Attachment 2-11 The Series 2014 Bonds shall be executed on behalf of the Successor Agency by the signature of its Chairman and the signature of its Secretary who are in office on the date of execution and delivery of the Second Supplement 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 Series 2014 Bond ceases to be such officer before delivery of the Series 2014 Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Series 2014 Bonds to the purchaser. Any Series 2014 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 Series 2014 Bond shall be the proper officers of the Successor Agency although on the date of such Series 2014 Bond any such person shall not have been such officer of the Successor Agency. Only such of the Series 2014 Bonds as shall bear thereon a Certificate of Authentication in the form set forth in Exhibit A, executed and dated by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of $us Indenture, and such Certificate of the Trustee shall be conclusive evidence that such Series 2014 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. SECTION 13.06. Issuance of Series 2014 Bonds. Upon the execution and delivery of this Second Supplement, the Successor Agency shall execute and deliver Series 2014 Bonds in the aggregate principal amount of $[Principal Amount] to the Trustee and the Trustee shall authenticate and deliver the Series 2014 Bonds to the Original Purchaser in accordance with the Bond Purchase Agreement, upon receipt of a Written Request of the Successor Agency therefor. Section 13.07. Application of Proceeds of Sale of Series 2014 Bonds. On the Closing Date, the proceeds of the Series 2014 Bonds shall be paid to the Trustee and applied as follows: (a) The Trustee shall deposit in the Series 2014 Reserve Account the amount of $. which amount is not less than the full amount of the Series 2014 Reserve Account Requirement upon delivery of the Series 2014 Bonds. (b) The Trustee shall deposit in the Series 2014 Expense Account the amount of $ (c) The Trustee shall transfer the amount of $. being the remainder of the proceeds of the Series 2014 Bonds, to the Escrow Agent for deposit in the Escrow Fund in accordance with the Escrow Agreement. Section 13.08. Series 2014 Expense Account; Series 2014 Reserve Account. (a) Series 2014.Expense Account Costs of Issuance incurred in connection with the issuance of the Series 2014 Bonds shall be paid from the Series 2014 Expense Account in accordance with Section 5.04 of this Indenture. (b) Series 2014 Reserve Account. There is hereby established a separate account within the Reserve Account to be known as the "Series 2014 Reserve Account", and the Trustee shall deposit therein the amount provided in Section -10- Attachment 2-12 13.07(a)(i), which shall be held by the Trustee in trust solely for the benefit of the Original Purchaser and Owners of the Series 2014 Bonds. If on any date of calculation or valuation of amounts on hand in the Series 2014 Reserve Account the Trustee determines that the amount on deposit in the Series 2014 Reserve Account is below the Series 2014 Reserve Account Requirement for the Series 2014 Bonds, the Trustee shall promptly notify the Successor Agency and the Original Purchaser of such fact. Upon receipt of any such notice, the Successor Agency shall transfer to the Trustee an amount of available Pledged Tax Revenues sufficient to maintain the Series 2014 Reserve Account Requirement for the Series 2014 Bonds on deposit in the Series 2014 Reserve Account. The Trustee shall apply amounts in the Series 2014 Reserve Account solely (i) for the purpose of making transfers to the Interest Account and the Principal Account, in that order of priority, on any date on which the principal of or interest on the Series 2014 Bonds are due and payable, if there is a deficiency at any time in any of such accounts related to the Series 2014 Bonds, or (ii) at any time for the retirement of all the Series 2014 Bonds then Outstanding. So long as no Event of Default has occurred and is continuing, the Trustee shall withdraw any amount in the Series 2014 Reserve Account in excess of the Series 2014 Reserve Account Requirement for the Series 2014 Bonds on the Business Day preceding each Interest Payment Date and deposit such amount in the Interest Account, to be applied solely to pay debt service on the Series 2014 Bonds. Amounts on deposit in the Series 2014 Reserve Account shall not secure or be applied to the payment of any obligations of the Successor Agency other than the Series 2014 Bonds. On the date on which all of the Outstanding Series 2014 Bonds mature or are scheduled to be redeemed, the Successor Agency may (but is not required to) direct the Trustee to apply amounts in the Series 2014 Reserve Account to pay the principal or redemption price of the Series 2014 Bonds on that date. Any amounts remaining in the Series 2014 Reserve Account following payment or redemption of the Outstanding Series 2014 Bonds in full and payment of any obligations then due to the Original Purchaser under the Bond Purchase Agreement, shall be withdrawn therefrom by the Trustee and paid to the Successor Agency (or to the City, if so directed in writing by the Commission) to be used for any lawful purposes. The Series 2014 Bonds are secured by a pledge of, lien on or security interest in Series 2014 Reserve subaccount in the Reserve Account, but are not secured by or have a lien on any other subaccount within the Reserve Account created for a particular Series of Bonds which is established under this Indenture. Section 13.09 Security for Series 2014 Bonds. The Series 2014 Bonds shall be Additional Bonds within the meaning of such term in Section 1.01 and shall be secured by the pledge and lien created with respect to the Series 2014 Bonds by Section 34177.5(g) of the California Health and Safety Code on Pledged Tax Revenues deposited from time to time in the Redevelopment Property Tax Trust Fund, subject only to the superior lien of the 2005 Bonds while such 2005 Bonds remain outstanding. In addition, the Series 2014 Bonds shall be secured by a first pledge of and lien on all of the Series 2014 Expense Account and the Series 2014 Reserve Account, and all of the moneys, investments and other property on deposit therein. -11- Attachment 2-13 The Successor Agency acknowledges that, due to the passage of the Dissolution Act, it will need to take certain actions to ensure that it receives sufficient Pledged Tax Revenues to make the deposits as and when required to be made into the Revenue Fund pursuant to Section 5.06 of this Indenture, and in order to insure the payment of debt service on the Bonds, including the Series 2014 Bonds, on a timely basis. The Successor Agency covenants that it will take all such actions as required to make the deposits as and when required to be made into the Revenue Fund pursuant to Section 5.06 of this Indenture, and to make the timely payment of debt service on the Bonds. The Successor Agency further acknowledges that the provisions of the Dissolution Act require that it establish the Redevelopment Obligation Retirement Fund, into which all Pledged Tax Revenues are required to be deposited. The Successor Agency has heretofore established the Redevelopment Obligation Retirement Fund as required by Section 34170.5(a) of the Law, and covenants that it shall continue to hold and maintain the Retirement Fund so long as any of the Bonds are Outstanding. The Successor Agency hereby agrees that it will hold the Revenue Fund as an account within the Redevelopment Obligation Retirement Fund and will continue to deposit all Pledged Tax Revenues, as and when received, into the Revenue Fund in order to ensure that all Pledged Tax Revenues are available for the payment of debt service on the Bonds on a timely basis. The Successor Agency further covenants and agrees that it will duly and punctually pay or cause to be paid the principal of and interest on each of the Bonds, including the Series 2014 Bonds, on the date, at the place and in the manner provided in the Bonds. The Successor Agency shall comply with all of the requirements of the Law and the Dissolution Act. Without limiting the generality of the foregoing, the Successor Agency covenants and agrees to file all required statements and hold all public hearings required under the Dissolution Act to assure compliance by the Successor Agency with its covenants hereunder. Further, it will take all actions required under the Dissolution Act to include scheduled debt service on the Series 2014 Bonds and any other Bonds, all amounts required to be deposited in the Revenue Fund pursuant to and in accordance with Section 5.06 of this Indenture, as well as any amount required to replenish the Reserve Account and subaccounts thereunder established under flus Indenture in Recognized Obligation Payment Schedules. In furtherance of the foregoing covenant, the Successor Agency covenants that not less than 90 days prior to each January 2, the Successor Agency shall submit to the Oversight Board and to the State Department of Finance a Recognized Obligation Payment Schedule which shall include all scheduled interest and principal payments on all Outstanding Bonds that are due and payable on May 1 and November 1 of the next ensuing calendar year, together with any amount required to replenish the Series 2014 Reserve Account to the Reserve Requirement. If on January 2 of any year the amount of Pledged Tax Revenue remitted by the County Auditor -Controller to the Successor Agency is less than the amount required pursuant to the preceding paragraph, then not less than 90 days prior to June 1 of such year, the Successor Agency shall prepare and submit to the Oversight Board and the State Department of Finance, a Recognized Obligation Payment Schedule for the balance due. Section 13.10. Reporting Requirements. Notwithstanding the provisions of Section 6.06 of this Indenture, the Successor Agency will cause to be prepared annually, within 180 days after the close of each Fiscal Year so long as any of the Series 2014 Bonds are Outstanding, -12- Attachment 2-14 complete audited financial statements of the City, including the Private Purpose Trust Fund statements of net position and changes in fiduciary net position of the Successor Agency, which have been prepared in accordance with Section 9 of the Bond Purchase Agreement, with respect to such Fiscal Year showing the Pledged Tax Revenues and all disbursements from the Revenue Fund, as of the end of such Fiscal Year. The Successor Agency will furnish a copy of such statements, upon reasonable request, to the Trustee and any Owner of a Series 2014 Bond. The Trustee has no duty to review any such financial statement. Section 13.11. Plan Limits. If and to the extent that the Plan Limits apply to the Successor Agency under the Law, the Successor Agency agrees that the aggregate amount of annual debt service on the Bonds to be paid on all outstanding obligations payable from Pledged Tax Revenues shall at no time exceed 95% of the amount of Pledged Tax Revenues which the Successor Agency is permitted to receive under the Plan Limits. In the event that the amount of such annual debt service at any time equals or exceeds 95% of Pledged Tax Revenues which the Successor Agency is permitted to receive under the Plan Limits, all Tax Revenues thereafter received by the Successor Agency shall immediately be deposited with the Trustee and deposited by the Trustee into a special escrow fund (which shall be held by the Trustee to be applied for the sole purpose of paying the principal of and interest on the Bonds (including upon early redemption)). Section 13.12. Information to Original Purchaser. The Successor Agency shall provide the following items to the Original Purchaser, in each case in an electronic format which is acceptable to the Original Purchaser: (a) audited financial statements of the City, including the Private Purpose Trust Fund statements of net position and changes in fiduciary net position of the Successor Agency, pursuant to Section 13.10; (b) all filings required to be made by the Successor Agency under the Continuing Disclosure Certificates which were executed and delivered by the Successor Agency or the Former Commission in connection with the Senior Bonds, the Series 2007 Bonds and the Series 2011 Bonds; (c) notification of the resignation or removal of the Trustee under Section 7.01 of this Indenture; and (d) such additional information as the Original Purchaser shall reasonably request from time to time pursuant to written notice to the Successor Agency. Section 13.13. Rights of Original Purchaser. (a) Notwithstanding any other provision of this Indenture, the Original Purchaser shall have the right to consent to the appointment of a successor Trustee appointed by the Successor Agency after the resignation or removal of the Trustee under Section 7.01. -13- Atlachmenl 2-15 (b) Notwithstanding the foregoing provisions of Article VIII, so long as the Original Purchaser is the Owner of all of the Outstanding Series 2014 Bonds, no amendments of this Indenture shall be made without the prior written consent of the Original Purchaser. (c) The discharge of the Series 2014 Bonds is conditioned upon: (i) the payment by the Successor Agency of all amounts required to be paid by the Successor Agency under the Bond Purchase Agreement; the delivery to the Original Purchaser of a verification report, the escrow agreement for any funds irrevocably pledged to the discharge of the Series 2014 Bonds in accordance with Section 10.01 of this Indenture, and an opinion of Bond Counsel that the Series 2014 Bonds have been fully discharged under Section 10.01 of this Indenture. Section 13.14. Waiver of TuEy Trial; Agreement For Tudicial Reference; No Sovereign Immunity. To the fullest extent permitted by law, the Successor Agency hereby waives its right to trial by jury in any action, proceeding and/or hearing on any matter whatsoever arising out of, or in any way connected with, the Series 2014 Bonds, this Indenture or any documents relating to the Series 2014 Bonds or this Indenture, or the enforcement of any remedy under any law, statute, or regulation. To the extent such waiver is not enforceable, the Successor Agency hereby consents to the adjudication of any and all such matters pursuant to Judicial Reference as provided in Section 638 of the California Code of Civil Procedure, and the judicial referee shall be empowered to hear and determine any and all issues in such Reference whether fact or law. The Successor Agency hereby represents that it does not possess and will not invoke a claim of sovereign immunity for disputes arising out of contractual claims relating to the Series 2014 Bonds or this Indenture. Section 13.15. Notices to Original Purchaser. Notices to be given to the Original Purchaser hereunder shall be given as follows: TPB Investments, a wholly owned subsidiary of [Western Alliance Bank, an Arizona corporation] 300 South Grand, 4th Floor Los Angeles, California 90071 Attention: Al Torres Fax: (213) 536-2025 [To be confirmed] Section 13.16. Benefits Limited to Parties. Nothing in this Article XIII, expressed or implied, is intended to give to any person other than the Successor Agency, the Trustee and the Owners of the Series 2014 Bonds, including the Original Purchaser, any right, remedy, claim under or by reason of this Article XIII. Any covenants, stipulations, promises or agreements in this Article XIII contained by and on behalf of the Successor Agency shall be for the sole and exclusive benefit of the Trustee and the Owners of the Series 2014 Bonds, including the Original Purchaser. Section 13.17. 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, -14- Attachment 2-16 and for the better assuring and confirming unto the Owners of the Series 2014 Bonds and the rights and benefits provided in flus Indenture. This Second Supplement and all of the terms and provisions herein contained shall form part of this Indenture as fully and with the same effect as if all such terms and provisions had been set forth in this Indenture. Thus Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby. Section 13.18. Effect of this Article XIII. Except as in this Article XIII expressly provided or except to the extent inconsistent with any provision of this Article XIII, the Series 2014 Bonds shall be deemed to be Bonds under and within the meaning of Section 1.01, and every term and condition contained in the other provisions of this Indenture shall apply to the Series 2014 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 XIII. SECTION 2. Amendment of Master Indenture. In accordance with the provisions of Section 8.01(b) of the Master Indenture, the Master Indenture is hereby further amended as set forth in this Section 2, which amendment the Successor Agency hereby determines shall not materially adversely effect the Owners of the 2007 Bonds or the 2011 Bonds: (a) Section 1.01 of the Master Indenture is hereby amended by adding thereto the following new defined terms and, in the case of the following defined terms which are currently contained in Section 1.01, by amending such defirdtions to read in their entirety as follows: Commission The term "Commission' means the Petaluma Community Development Commission, a public body corporate and politic duly organized under the Law and dissolved in accordance with the Dissolution Act. On and after the dissolution of the Petaluma Community Development Commission in accordance with the Dissolution Act, all references to the "Commission" in this Indenture shall be deemed to mean the Petaluma Community Development Successor Agency, a public entity duly organized and existing under the Law. Kroll The term "Kroll" means Kroll Bond Rating Agency, Inc., a corporation duly organized and existing by virtue of the laws of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Kroll" shall be deemed to refer to any other nationally recognized securities rating agency selected by the Commission. Pledged Tax Revenues -15- Attachment 2-17 The following sentences shall be added to the definition of "Pledged Tax Revenues": From and after the Dissolution Act, and as a result thereof, the term "Pledged Tax Revenues" includes all amounts transferred or deposited into the Redevelopment Obligation Retirement Fund that would have been considered Pledged Tax Revenues under the Master Indenture prior to the enactment of the Dissolution Act. For purposes hereof, the reference to the portion of revenues required to be paid to other taxing agencies pursuant to Section 33607.5 of the Law shall be deemed to refer to the portion of revenues required to be paid to other taxing agencies under Section 34183(a)(1) of the Law. Reserve Account Requirement The term "Reserve Account Requirement" means: (1) as of any date of calculation, if the Reserve Account is funded in cash, an amount equal to the lesser of: (i) Maximum Annual Debt Service; (ii) ten percent (10%) of the original principal amount of the Bonds; or (iii) 125% of Average Annual Debt Service on the Bonds; and (2) in the event an insurance policy guaranteeing the timely payment of debt service on the Bonds is on deposit in the Reserve Account, an amount equal to Maximum Annual Debt Service on the Bonds. Series 2014 Bonds The term "Series 2014 Bonds" means the Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2014, authorized pursuant to Section 13.02 and at any time Outstanding under this Indenture. (b) Section 4.01 of the Master Indenture is hereby amended by adding the following new paragraph and subparagraphs (4) through (7) immediately after existing subparagraph (3) thereof: "(4) Annual Debt Service on such Additional Bonds must be lower than or equal to Annual Debt Service on the Outstanding Bonds being refunded during every year the Additional Bonds will remain Outstanding under the terms thereof. (5) Interest and Principal on such Additional Bonds shall be payable on May 1 and/or November 1 of each year such Additional Bonds are Outstanding. (6) Such Additional Bonds shall be bear interest only at a fixed rate of interest. (7) Prior to the issuance of such Additional Bonds, the Successor Agency shall use its best efforts to subordinate all amounts payable to taxing -16- Attachment 2-18 entities pursuant to Sections 33607 and 33401 of the Law, to the payment of debt service on such Additional Bonds." (c) Section 5.06(4) of the Master Indenture is hereby amended by adding the following new subparagraph (e) immediately after existing paragraph (d): "(e) To the extent the Commission elects to have the Trustee establish and maintain a separate account in the Reserve Account for a particular Series of Bonds pursuant to a Supplemental Indenture, in lieu of making the Reserve Account Requirement in compliance with Section 5.06(4)(a) herein, or in replacement of moneys then on deposit in such separate account within the Reserve Account (which shall be transferred by the Trustee to the Commission upon delivery of an insurance policy or surety bond satisfying the requirements stated below, to be used for such purposes permitted by the Code), the Commission, may deliver to the Trustee an insurance policy securing an amount, together with moneys, Authorized Investments or letters of credit (as described in Section 5.06(4)(b)) on deposit in such separate account within the Reserve Account, no less than the Reserve Account Requirement, issued by an insurance company licensed to issue insurance policies guaranteeing the timely payment of debt service on such Series of Bonds and whose unsecured debt obligations (or for which obligations secured by such insurance company's insurance policies), at the time of such delivery, are rated in at least the second highest rating category (without respect to any modifier) of S&P, and either Moody's or Kroll." (d) Section 5.06(4) of the Master Indenture is hereby amended by adding the following new subparagraph (f) immediately after subparagraph (e): "(f) In event the rating assigned by S&P to the unsecured debt obligations (or for which obligations secured by such insurance company's insurance policies) of an issuer of a Reserve Account Surety is downgraded, the Commission shall promptly thereafter: either (1) substitute such policy with a new Reserve Account Surety issued by an insurance company licensed to issue insurance reserve account sureties whose unsecured debt obligations are rated at least'AA-' by S&P; or (Z) replenish the Reserve Account with cash in an amount equal to the Reserve Account Requirement. To the extent such replenishment is accomplished with cash, such replenishment shall occur in four equal semi- annual installments with an amount equal to the first such installment to be placed on the Recognized Obligation Payment Schedule due immediately after any such rating downgrade. The Commissions obligation to replenish the Reserve Account pursuant to this Section 5.06(4)(e) shall be subordinate to the payment of scheduled debt service on all Outstanding Bonds and the Commission's obligation to make payments to taxing agencies pursuant to Section 33607.5 of the Law. (e) A new Section 4.05 shall be added to the Master Indenture immediately following the existing Section 4.04 of the Master Indenture, which shall read as follows: -17- Attachment 2-19 "Section 4.05 Limitation on Issuance of Additional Bonds. The Successor Agency covenants that it will not issue or sell any bonds, notes or obligations that are payable from or secured by alien on Pledged Tax Revenue that is senior to, or on parity with the lien under this Indenture; provided however, the Successor Agency may issue and sell Additional Bonds payable from and secured by a lien on Pledged Tax Revenue that is on parity with the lien under this Indenture, for the sole purpose of refunding Outstanding Bonds, or bonds subsequently issued on a parity basis with Outstanding Bonds, subject to the limitations set forth in Section 4.01." SECTION 3. Attachment of Appendix C. The Master Indenture is also hereby further amended by attaching thereto and incorporating therein an Appendix C setting forth the form of the Series 2014 Bonds, which shall read substantially as set forth in Exhibit A which is attached hereto and by this reference incorporated herein. SECTION 4. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Second Supplement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Second Supplement. The Successor Agency hereby declares that it would have entered into flus Second Supplement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Series 2014 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Second Supplement may be held illegal, invalid or unenforceable. SECTION 5. Execution in Counterparts. This Second Supplement 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 6. Governing Law. This Second Supplement shall be construed and governed in accordance with the laws of the State of California. -18- Attachment 2-20 IN WITNESS WHEREOF, the PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY has caused this Second Supplement to be signed in its name by its Executive Director and attested by its Secretary, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the trusts created hereunder, has caused thus Second Supplement to be signed in its corporate name by its officers thereunto duly authorized, all as of the day and year first above written. (SEAL) ATTEST: as Secretary -19- PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY 53 Executive Director U.S. BANK NATIONAL ASSOCIATION, as Trustee in Authorized Officer Attachment 2-21 No. R-1 EXHIBIT A APPENDIX C TO INDENTURE (FORM OF SERIES 2014 BOND) UNITED STATES OF AMERICA STATE OF CALIFORNIA $[Principal Amount] PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY MERGED PROJECT AREA TAX ALLOCATION REFUNDING BOND, SERIES 2014 INTEREST RATE: MATURITY DATE: DATED DATE: % May 1, 2033 December,_, 2014 REGISTERED OWNER: TPB INVESTMENTS, A WHOLLY OWNED SUBSIDIARY OF WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION PRINCIPAL AMOUNT: The Petaluma Community Development Successor Agency, a public entity duly organized and existing under the laws of the State of California (the "Successor Agency'), for value received, hereby promises to pay to the Registered Owner specified above or registered assigns (the "Registered Owner"), on the Maturity Date specified above (subject to any right of prior redemption hereinafter provided for), the Principal Amount specified above in lawful money of the United States of America, and to pay interest thereon at the Interest Rate specified above in like lawful money from the hlterest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the fifteenth (15th) calendar day of the month preceding such Interest Payment Date (a "Record Date"), in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to April 15, 2015, in which event it shall bear interest from the Dated Date specified above; provided, however, that if, at the time of authentication of thus Bond, interest is in default on this Bond, thus Bond shall bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available for payment), payable semiannually on November 1 and May 1 in each year, commencing May 1, 2015 (the "Interest Payment Dates"), until payment of such Principal Amount in full. Exhibit A-1 Attachment 2-22 The Principal Amount hereof is payable upon presentation hereof at the principal corporate trust office of U.S. Bank National Association in San Francisco, California, as trustee (the "Trustee'), or such other office of the Trustee as the Trustee may designate (the "Principal Corporate Trust Office"). Interest hereon is payable by check of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof at the address of such Registered Owner as it appears on the registration books of the Trustee as of the preceding Record Date; provided that at the written request of the Owner (as defined in the Indenture) of at least $1,000,000 aggregate principal amount of Bonds, which written request is on file with the Trustee prior to the Record Date immediately preceding the applicable Interest Payment Date, interest on such Bonds shall be paid on such Interest Payment Date by wire transfer to such account within the United States of America as shall be specified in such written request. So long as this Bond is owned by TPB Investments, a wholly owned subsidiary of Western Alliance Bank, an Arizona corporation (the "Original Purchaser"), (a) this Bond is not required to be presented and surrendered to the Trustee for payment at any time prior to the final maturity thereof, and (b) the Trustee will pay the principal of and interest on this Bond by wire transfer to the Original Purchaser in accordance with the wire transfer instructions set forth in the Indenture; provided that principal on this Bond which is payable at maturity shall be made only upon presentation and surrender hereof at the Principal Corporate Trust Office of the Trustee as set forth in the preceding paragraph. This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as the "Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2014" (the "Bonds") of an aggregate principal amount of Dollars ($[Principal Amount]), all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities or interest rates) and all issued 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 of California (the "Redevelopment Law"), pursuant to an Indenture, dated as of April 1, 2007, as supplemented and amended, including as supplemented and amended by a Second Supplement to Indenture, dated as of December 1, 2014 (as so amended and supplemented, the "Indenture"), pursuant to the Dissolution Act and pursuant the Refunding Law (as such terms are defined in the Indenture). The Bonds have been issued on a parity with the certain outstanding obligations of the Successor Agency as provided in the Indenture. The Successor Agency may issue or incur additional obligations 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 supplements thereto, to the Redevelopment Law, the Dissolution Act 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 Pledged Tax Revenues, as that term is defined in the Indenture, and the rights thereunder of the 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 the Registered Owner of this Bond, by acceptance hereof, assents and agrees. The Bonds have been issued by the Successor Agency for the purpose of providing funds to refund the Former Commission's 2003 Bonds (as defined in the Indenture). Exhibit A-2 Attachment 2-23 The Bonds are subordinate to $18,355,000 original principal amount of Petaluma Community Development Commission Petaluma Community Development Project Refunding Tax Allocation Bonds, Series 2005A (the "2005 Bonds') so long as the 2005 Bonds are outstanding. In accordance with the Indenture, this Bond and the interest hereon together with all other Bonds and the interest thereon (to the extent set forth in the Indenture), are payable from, and are secured by a pledge of and lien created with respect to the Bonds by Section 34177.5(8) of the California Health and Safety Code on the Pledged Tax Revenues (as defined in the Indenture) derived by the Successor Agency from the Project Areas (as defined in the Indenture) and deposited from time to time in the Redevelopment Property Tax Trust Fund. As and to the extent set forth in the Indenture, all of the Pledged Tax Revenues are exclusively and irrevocably pledged in accordance with the terms and provisions of the Indenture, the Dissolution Act, the Refunding Law and the Redevelopment Law, to the payment of the principal of and interest and premium, if any, on the Bonds, and all Additional Bonds. Notwithstanding the foregoing, certain Pledged Tax Revenues may be applied for other purposes as provided in the Indenture. This Bond is not a debt of the City of Petaluma (the "City"), the State of California, or any of its political subdivisions, and neither the City, said State, nor any of its political subdivisions, other than the Successor Agency, is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than the Pledged Tax Revenues. The rights and obligations of the Successor Agency and the 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 permit a change in the terms of maturity of the principal of any outstanding Bond or of any installment of interest thereon or a reduction in the rate of interest thereon without the consent of the Owner of such Bond, or shall reduce the percentages of the Owners required to effect any such modification or amendment. The Bonds are subject to redemption in whole, at the option of the Successor Agency, on any date on or after November 1, 2024, from any available source of funds, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed, without premium. The Bonds are subject to mandatory sinking fund 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 May 1 and November 1 in the respective years as set forth in the following table: Sinking Fund Principal Amount Redemption Date To Be Redeemed 5/1/2015 11/1/2015 5/1/2016 11/1/2016 5/1/2017 11/1/2017 Exhibit A-3 Attachment 2-24 5/1/2018 11/1/2018 5/1/2019 11/1/2019 5/1/2020 11/1/2020 5/1/2021 11/1/2021 5/1/2022 11/1/2022 5/1/2023 11/1/2023 5/1/2024 11/1/2024 5/1/2025 11/1/2025 5/1/2026 11/1/2026 5/1/2027 11/1/2027 5/1/2028 11/1/2028 5/1/2029 11/1/2029 5/1/2030 11/1/2030 5/1/2031 11/1/2031 5/1/2032 11/1/2032 5/1/2033 (maturity) 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 Trustee may, and if requested by a majority in aggregate principal amount of the aggregate of the Series 2014 Bonds, the Series 2007 Bonds, Series 2011 Bonds, and any Additional Bonds (as such terms are defined in the Indenture) then outstanding shall, exercise any remedies available to the Trustee in law or in equity. This Bond is transferable by the Registered Owner hereof, in person or by an attorney duly authorized in writing by such person, at said Principal Corporate Trust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new Bond or Bonds, of authorized denomination or Exhibit A-4 Attachment 2-25 denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Successor Agency and the Trustee may treat the Registered Owner hereof as the absolute Owner hereof for all purposes, and the Successor Agency and the Trustee shall not be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all of the tltings, 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, form and manner as required by the Redevelopment Law, the Dissolution Act and 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 Redevelopment 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. TI -ds Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Certificate of Authentication hereon endorsed shall have been manually signed by the Trustee. Exhibit A-5 Attachment 2-26 IN WITNESS WHEREOF, THE PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Chairman and its seal to be reproduced hereon and attested to by the facsimile signature of its Secretary, all as of the Dated Date set forth above. ATTEST: 3E PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY En Secretary Chairman CERTIFICATE OF AUTHENTICATION TI -ds is one of the Bonds described in the within -mentioned Indenture. Dated: .2014 U.S. BANK NATIONAL ASSOCIATION as Tnistee a Exhibit A-6 Authorized Signatory Attachment 2-27 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(s) must be guaranteed by an eligible Note: The signature(s) on this Assignment must guarantor institution. correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Exhibit A-7 Attachment 2-28 26084-05B ATTACHMENT 3 JFI:w1-IM:JMG THIRD SUPPLEMENT TO INDENTURE Dated as of February 1, 2015 by and between the PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY and U.S. BANK NATIONAL ASSOCIATION, as Trustee Relating to [Principal Amount] Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2015 11/LW/14 Attachment 3 - 1 TABLE OF CONTENTS Pare Section 1. Supplement to Master Indenture..................................................................................... 3 Section 2. Amendment of Master Indenture..................................................................................17 Section 3. Attachment of Appendix C...............................................................................................17 Section4. Partial Invalidity.....................................................................................................................17 Section 5. Execution in Counterparts.................................................................................................17 Section6. Governing Law........................................................................................................................17 EXHIBIT A - APPENDIX D TO MASTER INDENTURE Attachment 3 - 2 THIRD SUPPLEMENT TO INDENTURE This Third Supplement to Indenture (this "Third Supplement"), dated as of February 1, 2015, is by and between the PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY, a public entity duly organized and existing under the laws of the State of California (the "Successor Agency"), as successor to the Petaluma Community Development Commission (the "Former Commission'), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the "Trustee"); WITNESSETH: WHEREAS, the Former Commission was duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law, being Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California (the "Law"), including the power to issue bonds for any of its corporate purposes; WHEREAS, pursuant to Section 33640 et seq. of the Law, the Former Commission was authorized to issue bonds for any redevelopment purpose; WHEREAS, a redevelopment plan for a redevelopment project area designated as the "Petaluma Central Business District Redevelopment Project" has been adopted and approved and all requirements of law for and precedent to, the adoption and approval of said plan have been duly complied with; WHEREAS, a redevelopment plan for a redevelopment project area designated as the "Petaluma Community Development Project" (and together with the Petaluma Central Business District, the "Project Areas") has been adopted and approved, and all requirements of law for, and precedent to, the adoption and approval of said plan have been duly complied with; WHEREAS, on September 18, 2006, the City Council adopted Ordinance Nos. 2251 N.C.S. and 2252 N.C.S., amending the redevelopment plans for the Petaluma Community Development Project and the Petaluma Central Business District Project, respectively, to fiscally merge the two Project Areas; WHEREAS, the redevelopment plans for the Project Areas contemplate the issuance of bonds by the Former Commission to finance or refinance a portion of the cost of such redevelopment; WHEREAS, the Former Commission issued its $22,630,000 aggregate principal amount of Petaluma Community Development Commission Petaluma Community Development Project Tax Allocation Bonds, Series 2003A (the "2003 Bonds") for the purpose of financing and refinancing portions of the Petaluma Community Development Project; Attachment 3 - 3 WHEREAS, the Former Commission issued its $18,355,000 aggregate principal amount of Petaluma Community Development Commission Petaluma Community Development Project Refunding Tax Allocation Bonds, Series 2005A (the "2005 Bonds') for the purpose of financing portions of the Petaluma Community Development Project; WHEREAS, as of February 1, 2015, the 2005 Bonds will be outstanding in the principal amount of $16,565,000; WHEREAS, the Former Commission issued its $31,825,000 aggregate principal amount of Merged Project Area Subordinate Tax Allocation Bonds, Series 2007 (the "2007 Bonds") for the purpose of financing and refinancing redevelopment activities with respect to its merged Project Areas pursuant to an Indenture, dated as of April 1, 2007, by and between the Former Commission and the Trustee (the "Master Indenture"); WHEREAS, the 2007 Bonds are payable from Pledged Tax Revenues (as defined in Master Indenture); WHEREAS, the Master Indenture permits the issuance of Additional Bonds (as defined in the Master Indenture) on a parity with the 2007 Bonds, subject to certain conditions; WHEREAS, the Former Commission issued its $11,369,000 aggregate principal amount of Petaluma Community Development Commission Merged Project Area Subordinate Tax Allocation Bonds, Series 2011 (the "2011 Bonds") for the purpose of providing funds to finance additional redevelopment activities to its merged Project Areas pursuant to the Master Indenture, as supplemented by a First Supplement to Indenture, dated as of March 1, 2011, by and between the Former Commission and the Trustee (the "First Supplement'); WHEREAS, the 2011 Bonds were issued in accordance with the requirements of the Master Indenture and the First Supplement, and are equally secured by and payable from Pledged Tax Revenues on a parity with the 2007 Bonds; WHEREAS, Assembly Bill Xl 26, effective June 29, 2011, together with Assembly Bill 1484, effective June 27, 2012 (together, the "Dissolution Act') resulted in the dissolution of the Former Commission as of February 1, 2012, and the vesting in the Successor Agency of all of the authority, rights, powers, duties and obligations of the Former Commission; WHEREAS, Assembly Bill 1484, effective June 27, 2012 ("AB 1484"), authorizes the Successor Agency to issue bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the "Refunding Law") for the purpose of achieving debt service savings within the parameters set forth in Section 13 of AB 1484; WHEREAS, the Successor Agency issued its $[Principal Amount] aggregate principal amount of Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Bonds, Series 2014 (the "2014 Bonds") pursuant to the Master Indenture, as supplemented by the First Supplement and a Second Supplement to Indenture, dated as of December 1, 2014, by and between the Successor Agency and the Trustee (the "Second Supplement'), to provide funds to refund the 2003 Bonds; -9- Attachment 3 - 4 WHEREAS, the 2014 Bonds were issued in accordance with the requirements of the Master Indenture as supplemented by the First Supplement and the Second Supplement, and are equally secured by and payable from Pledged Tax Revenues on a parity with the 2007 Bonds and the 2011 Bonds; WHEREAS, the Successor Agency has determined that it can achieve debt service savings witlun such parameters by the issuance pursuant to the Refunding Law of its $[Principal Amount] aggregate principal amount of Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2015 (the "Series 2015 Bonds") to provide funds to refund the 2005 Bonds; WHEREAS, this Third Supplement is entered into pursuant to and in accordance with the provisions of Section 4.01, Section 4.02 and Section 8.01(b)(iii) of the Master Indenture for the purpose of prescribing the terms and conditions applicable to the issuance of the Series 2015 Bonds as Additional Bonds under the Master Indenture, as amended and supplemented by the First Supplement, the Second Supplement and this Third Supplement, and for the purposes of amending and supplementing the Master Indenture; WHEREAS, the conditions set forth in Section 4.01 and Section 4.02 of the Master Indenture to the issuance of the Series 2015 Bonds as Additional Bonds on a parity with the 2007 Bonds, the 2011 Bonds and the 2014 Bonds have been satisfied, and the Series 2015 Bonds will be secured by a pledge of and first lien on the Pledged Tax Revenues on a parity with the pledge and lien securing the 2007 Bonds, the 2011 Bonds and the 2014 Bonds, and such issuance will not cause the Successor Agency to exceed any limitations set forth in the Law or the Redevelopment Plans; and WHEREAS, the Successor Agency has certified that all acts and proceedings required by law necessary to make the Series 2015 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 Third 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 this Third 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 Master Indenture. In accordance with the provisions of Section 8.01(b)(iii) of the Master Indenture, the Master Indenture is hereby amended by adding a supplement thereto consisting of a new article to be designated as Article XIV. Such Article XIV shall read in its entirety as follows: -3- Attachment 3 - 5 ARTICLE XIV SERIES 2015 BONDS Section 14.01. Definitions. Unless the context otherwise requires, the terms defined in thus Section 14.01 shall, for all purposes of this Article but not for any other purposes of this Indenture, have the respective meanings specified in thus Section 14.01. All terms defined in Section 1.02 and not otherwise defined in this Section 14.01 shall, when used in this Article XIV, have the respective meanings given to such terms in Section 1.02. "Article XIV" means thus Article XIV which has been incorporated in and made a part of thus Indenture pursuant to the Third Supplement, together with all amendments of and supplements to this Article XIV entered into pursuant to the provisions of Section 8.01(b)(iii). "Bond Counsel" means (a) Jones Hall, A Professional Law Corporation, or (b) any other attorney or firm of attorneys appointed by or acceptable to the Commission of nationally - recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes. "Bond Purchase Agreement" means the Forward Delivery Bond Purchase Agreement dated as of � 2014, between the Successor Agency and the Original Purchaser, relating to the purchase of the Series 2015 Bonds by the Original Purchaser from the Successor Agency. "Closing Date" means the date on which the Series 2015 Bonds are delivered to the Original Purchaser. "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 Series 2015 Bonds, including but not limited to printing expenses, 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, including fees of Original Purchaser's counsel, fees and charges for preparation, execution and safekeeping of the Series 2015 Bonds and any other cost, charge or fee in connection with the original issuance of the Series 2015 Bonds. "County" means Sonoma County, a county duly organized and existing under the laws of the State of California. "Determination of Taxability" means and shall be deemed to have occurred on the first to occur of the following: (i) on that date when the Successor Agency files any statement, supplemental statement or other tax schedule, return or document which discloses that an Event of Taxability shall have occurred; -4- Attachment 3 - 6 (ii) on the date when the Original Purchaser notifies the Successor Agency that it has received a written Opinion from Bond Counsel to the effect that an Event of Taxability has occurred, which notice shall be accompanied by a copy of such Opinion of Bond Counsel, unless, within 180 days after receipt by the Successor Agency of such notification and copy of such opinion from the Original Purchaser, the Successor Agency shall deliver to the Original Purchaser a ruling or determination letter issued to or on behalf of the Successor Agency by the Commissioner or any District Director of the Internal Revenue Service (or any other governmental official exercising the same or a substantially similar function from time to Lime) to the effect that, after taking into consideration such facts as form the basis for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred; (iii) on the date when the Successor Agency shall be advised in writing by the Commissioner or any District Director of the Internal Revenue Service (or any other government official or agent exercising the same or a substantially similar function from time to time) that, based upon any review or audit or upon any other ground whatsoever, an Event of Taxability has occurred; or (iv) on that date when the Successor Agency shall receive notice from the Original Purchaser that the Internal Revenue Service (or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed the interest on the Series 2015 Bonds as includable in the gross income of an Owner or former Owner of the Series 2015 Bonds due to the occurrence of an Event of Taxability; provided, however, that no Determination of Taxability shall occur under subparagraph (iii) or subparagraph (iv) above unless the Successor Agency has been afforded the opportunity, at its expense, to contest any such assessment, and, further, no Determination of Taxability shall occur until such contest, if made, has been finally determined; provided further, however, that upon demand from the Original Purchaser, the Successor Agency shall reimburse an Owner or former Owner of the Series 2015 Bonds for any payments, including any taxes, interest, penalties or other charges, such Owner or former Owner of the Series 2015 Bonds shall be obligated to make as a result of the Deternunation of Taxability. "Dissolution Act" means: (1) Assembly Bill X1 26, signed by the Governor on June 28, 2011, and filed with the Secretary of State June 29, 2011, including as a part thereof, Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) of the California Health and Safety Code; and (2) Assembly Bill 1484, signed by the Governor on June 27, 2012 and filed with the Secretary of State on June 27, 2012. "Escrow Agent" means U.S. Bank National Association, as escrow agent under the Escrow Agreement. -5- Attachment 3 - 7 "Escrow Agreement" means the Escrow Deposit and Trust Agreement dated as of December 1, 2014, by and between the Successor Agency and the Escrow Agent with respect to the refunding of the 2005 Bonds. "Escrow Fund" means the fund of that name created and held by the Escrow Agent pursuant to the Escrow Agreement "Event of Taxability" means a change in law or fact or the interpretation thereof, or the occurrence or existence of any fact, event or circumstance (including, without limitation, the taking of any action by the Successor Agency, or the failure to take any action by the Successor Agency, or the making by the Successor Agency of any misrepresentation in this Indenture or the certificate regarding federal arbitrage which has been executed and delivered by the Successor Agency in connection with the closing of the Series 2015 Bonds) which has the effect of causing interest paid or payable on the Series 2015 Bonds to be includable, in whole or in part, in the gross income of the holder of the Series 2015 Bonds for federal income tax purposes. "Former Commission" means the Petaluma Community Development Commission, a public body corporate and politic duly organized under the Law and dissolved in accordance with the Dissolution Act. "Interest Payment Date" has the meaning assigned to such term in Section 13.03(b) hereof. "Original Purchaser" means JPMorgan Chase Bank, N.A., as the initial purchaser of the Series 2015 Bonds, and its successors and assigns. "Oversight Board" means the Oversight Board for the Successor Agency duly constituted from time to time pursuant to Section 34179 of the California Health and Safety Code. "Plan Limits" means the limitations contained in the Redevelopment Plans on the number of dollars of taxes which may be divided and allocated to the Successor Agency pursuant to the Redevelopment Plans, as such limitation is prescribed by Section 33333.4 of the Law. "Recogiuzed Obligation Payment Schedule" means the schedule by that name prepared before each six-month fiscal period in accordance with the requirements of Section 34177(1) of the California Health and Safety Code. "Redevelopment Obligation Retirement Fund" means the fund established and held by the Successor Agency pursuant to Section 34170.5(a) of the California Health and Safety Code. "Redevelopment Property Tax Trust Fund" or means the fund by that name established pursuant to California Health and Safety Code Sections 34170.5(a) and 34172(c) and administered by the County auditor -controller. -6- Attachment 3 - 8 "Resolution' means Resolution No. 2014-_, adopted by the Successor Agency on December 1, 2014. "Series 2015 Bonds" means the Bonds which are authorized and issued under Section 14.02. "Series 2015 Expense Account" means the account by that name established and held by the Trustee pursuant to Section 14.08(a). "Series 2015 Reserve Account" means the account by that name within the Reserve Account, established and held by the Trustee for the benefit of the Owners of the Series 2015 Bonds only pursuant to Section 14.08(b). "Series 2015 Reserve Account Requirement" means: (A) as of any date of calculation, if the Series 2014 Reserve Account is funded, in whole or in part, in cash, an amount equal to the lesser of: (i) Maximum Annual Debt Service on the Series 2015 Bonds; (ii) ten percent (10%) of the original principal amount of the Series 2015 Bonds; or (iii) 125% of Average Annual Debt Service on the Series 2015 Bonds ($ ); and (B) in the event an insurance policy guaranteeing the timely payment of debt service on the Series 2015 Bonds is on deposit in the Series 2015 Reserve Account, an amount equal to Maximum Annual Debt Service on the Series 2015 Bonds. "Successor Agency" means the Petaluma Community Development Successor Agency, a public entity duly organized and existing under the Law. "Taxable Date" means the date as of which interest on the Series 2015 Bonds is first includable in gross income of the Owner of the Series 2015 Bonds (including, without limitation, any previous Owner of the Series 2015 Bonds) as a result of an Event of Taxability as such date is established pursuant to either (i) the Determination of Taxability, or (ii) an opinion of Bond Counsel. "Taxable Period" means the period for which interest on the Series 2015 Bonds is includable in the gross income of the Owner thereof, commencing on the Taxable Date. "Third Supplement" means the Third Supplement to Indenture, dated as of February 1, 2015, by and between the Successor Agency and the Trustee, as the same may be amended from time to time in accordance with the terms of this Indenture. "2005 Bonds" means the Former Commissions $18,355,000 aggregate principal amount of Petaluma Community Development Comnnission Petaluma Community Development Project Refunding Tax Allocation Bonds, Series 2005A. Section 13.02. Authorization of Series 2015 Bonds. The Series 2015 Bonds have been authorized to be issued and approved by the Successor Agency pursuant to the Resolution. The Series 2015 Bonds are issued as Additional Bonds in the aggregate principal amount of Dollars ($[Principal Amount]) under and subject to the terms of flus Indenture, the Resolution, the Dissolution Act, the Refunding Law and the Law, for the purpose of -7- Attachment 3 - 9 providing funds to refund the 2005 Bonds in full. TI -ds Indenture constitutes a continuing agreement with the Owners of all of the Series 2015 Bonds issued hereunder and at any time Outstanding to secure the full payment when due of principal of and premium, if any, and interest on all Series 2015 Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. The Series 2015 Bonds shall be designated the "Petaluma Community Development Sucessor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2015." Section 13.03. Terms of Series 2015 Bonds. (a) General Provisions. The Series 2015 Bonds are issuable in a single fully registered bond without coupons. The Series 2015 Bonds shall be dated as of the Closing Date. The Series 2015 Bonds shall mature on May 1, 2030. The Series 2015 Bonds are not Book -Entry Bonds. (b) Interest Rate on the Series 2015 Bonds. The Series 2015 Bonds shall bear interest (calculated on the basis of a 360 -day year comprised of twelve 30 -day months) at the rate of % per annum (payable on May 1 and November 1 in each year, commencing May 1, 2015, each such date, an `Interest Payment Date"). (c) Gross Up of Interest Rate Upon Determination of Taxability. Notwithstanding the foregoing provisions of this Section 14.03, in the event a Determination of Taxability occurs, the Successor Agency shall pay to the Original Purchaser on demand therefor: (1) an amount equal to the difference between (i) the amount of interest that would have been paid to the Original Purchaser as Owner of the Series 2015 Bonds during the Taxable Period, if the Series 2015 Bonds had borne interest at a sufficient rate such that the total interest to be paid on any payment date would equal the amount of interest due with respect to such Bonds, beginning on the Taxable Date, and (ii) the amount of interest paid to the Original Purchaser during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by the Original Purchaser as applicable, as a result of interest on the Series 2015 Bonds becoming includable in the gross income of the Owner thereof, together with any and all attorneys' fees, court costs, or other out-of-pocket costs incurred by the Original Purchaser in connection therewith. The obligation of the Successor Agency to pay the Original Purchaser an amount equal to the difference between the amount of interest that would have been paid to the Original Purchaser as Owner of the Series 2015 Bonds during the Taxable Period, and the amount actually paid to the Original Purchaser during the Taxable Period, shall survive the payment of the Series 2015 Bonds and the termination of this Indenture. (d) Interest Payment Provisions. Interest on the Series 2015 Bonds is payable from the Interest Payment Date next preceding the date of authentication thereof unless: Attachment 3 - 10 (i) a Series 2015 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 will bear interest from such Interest Payment Date, (ii) a Series 2015 Bond is authenticated on or before the first Record Date, in which event interest thereon will be payable from the Closing Date, or (iii) interest on any Series 2015 Bond is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest on the Series 2015 Bonds is payable on each Interest Payment Date to the persons in whose names the ownerslup of the Series 2015 Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest on any Series 2015 Bond which is not punctually paid or duly provided for on any Interest Payment Date is payable to the person in whose name the ownership of such Series 2015 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 is given to such Owner by first-class mail not less than 10 days prior to such special record date. (e) Payment Provisions Generally. The Trustee will pay interest on the Series 2015 Bonds by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Owners of the Series 2015 Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. At the written request of the Owner of Bonds in an aggregate principal amount of at least $1,000,000, which written request is on file with the Trustee as of any Record Date, the Trustee will pay interest on such Series 2015 Bonds on each succeeding Interest Payment Date by wire transfer in immediately available funds to such account of a financial institution within the United States of America as specified in such written request, which written request will remain in effect until rescinded in writing by the Owner. The Trustee will pay principal of the Series 2015 Bonds at the maturity thereof, in lawful money of the United States of America by check of the Trustee, upon presentation and surrender thereof at the Office of the Trustee. (f) Payment Provisions Applicable to Original Purchaser. Notwithstanding anything herein to the contrary, so long as the Series 2015 Bonds are owned by the Original Purchaser, (i) the Series 2015 Bonds are not required to be presented and surrendered to the Trustee for payment at any time prior to the final maturity thereof, and (ii) the Trustee will pay the principal of and interest on such Series 2015 Bonds by wire transfer to the Original Purchaser in accordance with the following wire transfer instructions (or such other instructions as the Original Purchaser shall deliver in writing to the Trustee): JPMorgan Chase Bank N.A. ABA# -9- Attachment 3 - 11 ACCOUNT# BENEFICIARY: FOR CREDIT TO: Petaluma Community Development Successor Agency REFERENCE: (purpose - i.e., principal payment or interest payment Obligor#. Facility# ) Section 14.04. Redemption. The Series 2015 Bonds shall be redeemed as provided in this Section 14.04. (a) Optional Redemption. The Series 2015 Bonds are subject to redemption in whole, at the option of the Commission, on any date on or after November 1, 2025, from any available source of funds, at a redemption price equal to 100% of the principal amount of the Series 2015 Bonds to be redeemed, without premium. The Successor Agency shall give the Trustee written notice of its intention to redeem Series 2015 Bonds under this subsection (a), and the manner of selecting such Series 2015 Bonds for redemption, in sufficient time to enable the Trustee to give notice of such redemption in accordance with subsection (c) of this Section. (b) Mandatory Sinking Fund Redemption. The Series 2015 Bonds are subject to mandatory sinking fund 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 May 1 and November 1 in the respective years as set forth in the following table: Sinking Fund Principal Amount Redemption Date To Be Redeemed 5/1/2015 11/1/2015 5/1/2016 11/1/2016 5/1/2017 11/1/2017 5/1/2018 11/1/2018 5/1/2019 11/1/2019 5/1/2020 11/1/2020 5/1/2021 11/1/2021 5/1/2022 11/1/202 5/1/2023 11/1/2023 5/1/2024 11/1/2024 5/1/2025 11/1/2025 -10- Attachment 3 - 12 5/1/2026 11/1/2026 5/1/2027 11/1/2027 5/1/2028 11/1/2028 5/1/2029 11/1/2029 5/1/2030 (Maturity) [To be confirmed] (c) Redemption Notice. The provisions of Section 2.04(b)(3) relating to providing conditional notice of redemption shall not apply to the Series 2015 Bonds. Notice of redemption of the Series 2015 Bonds shall not be revocable. No notice of sinking fund redemption need be given to the Original Purchaser so long as the Series 2015 Bonds are owned by the Original Purchaser. (d) Redemption Procedures. Except as provided in thus Section 14.04 to the contrary, the redemption procedures and other provisions of Section 2.04 shall apply to the redemption of the Series 2015 Bonds. Section 14.05. Form and Execution of Series 2015 Bonds The Series 2015 Bonds will be initially delivered in the form of a separate single fully registered bond (wlich may be typewritten) for the total aggregate principal amount of the Series 2015 Bonds, which shall be executed, authenticated and delivered to the Original Purchaser on the Closing Date. Upon initial delivery of the Series 2015 Bonds to the Original Purchaser, the Trustee shall register the ownership of the Series 2015 Bonds on the Registration Books in the name of the Original Purchaser. The Series 2015 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 A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture. The Series 2015 Bonds shall be executed on behalf of the Successor Agency by the signature of its Chairman and the signature of its Secretary who are in office on the date of execution and delivery of the Third Supplement 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 Series 2015 Bond ceases to be such officer before delivery of the Series 2015 Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Series 2015 Bonds to the purchaser. Any Series 2015 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 Series 2015 Bond shall be the proper officers of the Successor Agency although on the date of such Series 2015 Bond any such person shall not have been such officer of the Successor Agency. -11- Attachment 3 - 13 Only such of the Series 2015 Bonds as shall bear thereon a Certificate of Authentication in the form set forth in Exhibit A, 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 Series 2015 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. SECTION 14.06. Issuance of Series 2015 Bonds. Upon the execution and delivery of this Third Supplement, the Successor Agency shall execute and deliver Series 2015 Bonds in the aggregate principal amount of $[Principal Amount] to the Trustee and the Trustee shall authenticate and deliver the Series 2015 Bonds to the Original Purchaser in accordance with the Bond Purchase Agreement, upon receipt of a Written Request of the Successor Agency therefor. Section 14.07. Application of Proceeds of Sale of Series 2015 Bonds. On the Closing Date, the proceeds of the Series 2015 Bonds shall be paid to the Trustee and applied as follows: (a) The Trustee shall deposit in the Series 2015 Reserve Account the amount of $. which amount is not less than the full amount of the Series 2015 Reserve Account Requirement upon delivery of the Series 2015 Bonds. (b) The Trustee shall deposit in the Series 2015 Expense Account the amount of (c) The Trustee shall transfer the amount of $ being the remainder of the proceeds of the Series 2015 Bonds, to the Escrow Agent for deposit in the Escrow Fund in accordance with the Escrow Agreement. Section 14.05. Series 2015 Expense Account; Series 2015 Reserve Account. (a) Series 2015 Expense Account. Costs of Issuance incurred in connection with the issuance of the Series 2015 Bonds shall be paid from the Series 2015 Expense Account in accordance with Section 5.04 of the Master Indenture. (b) Series 2015 Reserve Account. There is hereby established a separate account within the Reserve Account to be known as the "Series 2015 Reserve Account" and shall deposit therein the amount provided in Section 14.07(a)(i), which shall be held by the Trustee in trust solely for the benefit of the Original Purchaser and Owners of the Series 2015 Bonds. If on any date of calculation or valuation of amounts on hand in the Series 2014 Reserve Account the Trustee has actual knowledge that the amount on deposit in the Series 2015 Reserve Account is below the Series 2015 Reserve Account Requirement for the Series 2015 Bonds, the Trustee shall promptly notify the Successor Agency and the Original Purchaser of such fact. Upon receipt of any such notice, the Successor Agency shall transfer to the Trustee an amount of available Pledged Tax Revenues sufficient to maintain the Series 2015 Reserve Account Requirement for the Series 2015 Bonds on deposit in the Series 2015 Reserve Account. The Trustee shall apply amounts in the Series 2015 Reserve Account solely (i) for the purpose of making transfers to the Interest Account and the Principal Account, in that order of priority, on any date on which -12- Attachment 3 - 14 the principal of or interest on the Series 2015 Bonds are due and payable, if there is a deficiency at any time in any of such accounts related to the Series 2015 Bonds, or (ii) at any time for the retirement of all the Series 2015 Bonds then Outstanding. So long as no Event of Default has occurred and is continuing, the Trustee shall withdraw any amount in the Series 2015 Reserve Account in excess of the Series 2015 Reserve Account Requirement for the Series 2015 Bonds on the Business Day preceding each Interest Payment Date and deposit such amount in the Interest Account, to be applied solely to pay debt service on the Series 2015 Bonds. Amounts on deposit in the Series 2015 Reserve Account shall not secure or be applied to the payment of any obligations of the Successor Agency other than the Series 2015 Bonds. On the date on which all of the Outstanding Series 2015 Bonds mature or are scheduled to be redeemed, the Successor Agency may (but is not required to) direct the Trustee to apply amounts in the Series 2015 Reserve Account to pay the principal or redemption price of the Series 2015 Bonds on that date. Any amounts remaining in the Series 2015 Reserve Account following payment or redemption of the Outstanding Series 2015 Bonds in full and payment of any obligations then due to the Original Purchaser under the Bond Purchase Agreement, shall be withdrawn therefrom by the Trustee and paid to the Successor Agency (or to the City, if so directed in writing by the Commission) to be used for any lawful purposes. The Series 2015 Bonds are secured by a pledge of, lien on or security interest in Series 2015 Reserve subaccount in the Reserve Account, but are not secured by or have a lien on any other subaccount within the Reserve Account created for a particular Series of Bonds which is established under this Indenture. Section 14.09 Security for Series 2015 Bonds. The Series 2015 Bonds shall be Additional Bonds within the meaning of such term in Section 1.01 and shall be secured by the pledge and lien created with respect to the Series 2015 Bonds by Section 34177.5(g) of the California Health and Safety Code on Pledged Tax Revenues deposited from time to time in the Redevelopment Property Tax Trust Fund. h, addition, the Series 2015 Bonds shall be secured by a first pledge of and lien on all of the Series 2015 Expense Account and the Series 2015 Reserve Account, and all of the moneys, investments and other property on deposit therein. The Successor Agency acknowledges that, due to the passage of the Dissolution Act, it will need to take certain actions to ensure that it collects sufficient Pledged Tax Revenues to make the deposits as and when required to be made into the Revenue Fund pursuant to Section 5.06 of this Indenture, and in order to insure the payment of debt service on the Bonds, including the Series 2015 Bonds, on a timely basis. The Successor Agency covenants that it will take all such actions as required to make the deposits as and when required to be made into the Revenue Fund pursuant to Section 5.06 of this Indenture, and to make the timely payment of debt service on the Bonds. The Successor Agency further acknowledges that the provisions of the Dissolution Act require that it establish the Redevelopment Obligation Retirement Fund, into which all Pledged Tax Revenues are required to be deposited. The Successor Agency has heretofore established the Redevelopment Obligation Retirement Fund as required by Section 34170.5(a) of the Latin, and covenants that it shall continue to hold and maintain the Retirement Fund so long as any of the Bonds are Outstanding. The Successor Agency hereby agrees that it will hold the Revenue Fund as an account within the Redevelopment Obligation Retirement -13- Attachment 3 - 15 Fund and will continue to deposit all Pledged Tax Revenues, as and when received, into the Revenue Fund in order to ensure that all Pledged Tax Revenues are available for the payment of debt service on the Bonds on a timely basis. The Successor Agency further covenants and agrees that it will duly and punctually pay or cause to be paid the principal of and interest on each of the Bonds, including the Series 2015 Bonds, on the date, at the place and in the manner provided in the Bonds. The Successor Agency shall comply with all of the requirements of the Law and the Dissolution Act. Without limiting the generality of the foregoing, the Successor Agency covenants and agrees to file all required statements and hold all public hearings required under the Dissolution Act to assure compliance by the Successor Agency with its covenants hereunder. Further, it will take all actions required under the Dissolution Act to include scheduled debt service on the Series 2015 Bonds and any other Bonds, all amounts required to be deposited in the Revenue Fund pursuant to and in accordance with Section 5.06 of this Indenture, as well as any amount required to replenish the Reserve Account and subaccounts thereunder established under this Indenture in Recognized Obligation Payment Schedules. hi furtherance of the foregoing covenant, the Successor Agency covenants that not less than 90 days prior to each January 2, the Successor Agency shall subnut to the Oversight Board and to the State Department of Finance a Recognized Obligation Payment Schedule which shall include all scheduled interest and principal payments on all Outstanding Bonds that are due and payable on May 1 and November 1 of the next ensuing calendar year, together with any amount required to replenish the Reserve Account to the Reserve Requirement. If on January 2 of any year the amount of Pledged Tax Revenue remitted by the County Auditor -Controller to the Successor Agency is less than the amount required pursuant to the preceding paragraph, then not less than 90 days prior to June 1 of such year, the Successor Agency shall prepare and submit to the Oversight Board and the State Department of Finance, a Recognized Obligation Payment Schedule for the balance due. Section 14.10. Reporting Requirements. Notwithstanding the provisions of Section 6.06 of this Indenture, the Successor Agency will cause to be prepared annually, within 180 days after the close of each Fiscal Year so long as any of the Series 2015 Bonds are Outstanding, complete audited financial statements of the City, including the Private Purpose Trust Fund statements of net position and changes in fiduciary net position of the Successor Agency, which have been prepared in accordance with Section 9 of the Bond Purchase Agreement, with respect to such Fiscal Year showing the Pledged Tax Revenues and all disbursements from the Revenue Fund, as of the end of such Fiscal Year. The Successor Agency will furnish a copy of such statements, upon reasonable request, to the Trustee and any Owner of a Series 2015 Bond. The Trustee has no duty to review any such financial statement. Section 14.11. Plan Limits. If and to the extent that the Plan Limits apply to the Successor Agency under the Law, the Successor Agency agrees that the aggregate amount of annual debt service on the Bonds to be paid on all outstanding obligations payable from Pledged Tax Revenues shall at no time exceed 95% of the amount of Pledged Tax Revenues which the Successor Agency is permitted to receive under the Plan Limits. In the event that the amount of such annual debt service at any time equals or exceeds 95% of Pledged Tax Revenues which the Successor Agency is permitted to receive under the Plan Limits, all Tax Revenues -14- Attachment 3 - 16 thereafter received by the Successor Agency shall immediately be deposited with the Trustee and deposited by the Trustee into a special escrow fund (which shall be held by the Trustee to be applied for the sole purpose of paying the principal of and interest on the Bonds (including upon early redemption)). Section 14.12. Information to Original Purchaser. The Successor Agency shall provide the following items to the Original Purchaser, in each case in an electronic format which is acceptable to the Original Purchaser: (a) audited financial statements of the of the City, including the Private Purpose Trust Fund statements of net position and changes in fiduciary net position of the Successor Agency, pursuant to Section 14.10; (b) all filings required to be made by the Successor Agency under the Continuing Disclosure Certificates which were executed and delivered by the Successor Agency or the Former Commission in connection with the Series 2007 Bonds; (c) notification of the resignation or removal of the Trustee under Section 7.01 of this Indenture; and (d) such additional information as the Original Purchaser shall reasonably request from time to time pursuant to written notice to the Successor Agency. Section 14.13. Rights of Original Purchaser. (a) Notwithstanding any other provision of this Indenture, the Original Purchaser shall have the right to consent to the appointment of a successor Trustee appointed by the Successor Agency after the resignation or removal of the Trustee under Section 7.01. (b) Notwithstanding the foregoing provisions of Article VIII, so long as the Original Purchaser is the Owner of all of the Outstanding Series 2015 Bonds, no amendments of this Indenture shall be made without the prior written consent of the Original Purchaser. (c) The discharge of the Series 2015 Bonds is conditioned upon: (i) the payment by the Successor Agency of all amounts required to be paid by the Successor Agency under the Bond Purchase Agreement; the delivery to the Original Purchaser of a verification report, the escrow agreement for any funds irrevocably pledged to the discharge of the Series 2015 Bonds in accordance with Section 10.01 of this Indenture, and an opinion of Bond Counsel that the Series 2015 Bonds have been fully discharged under Section 10.01 of this Indenture. Section 14.14. Waiver of Tury Trial; Agreement For Judicial Reference; No Sovereign Immunity. To the fullest extent permitted by law, the Successor Agency hereby waives its right to trial by jury in any action, proceeding and/or hearing on any matter whatsoever arising out -15- Attachment 3 - 17 of, or in any way connected with, the Series 2015 Bonds, this Indenture or any documents relating to the Series 2015 Bonds or this Indenture, or the enforcement of any remedy under any law, statute, or regulation. To the extent such waiver is not enforceable, the Successor Agency hereby consents to the adjudication of any and all such matters pursuant to Judicial Reference as provided in Section 638 of the California Code of Civil Procedure, and the judicial referee shall be empowered to hear and determine any and all issues in such Reference whether fact or law. The Successor Agency hereby represents that it does not possess and will not invoke a claim of sovereign immunity for disputes arising out of contractual claims relating to the Series 2015 Bonds or this Indenture. Section 14.15. Notices to Original Purchaser. Notices to be given to the Original Purchaser hereunder shall be given as follows: JP Morgan Chase Bank, N.A. 560 Mission Street San Francisco, CA 94105 Attention: Sebastian Lurie Telephone: 415-315-7628 Section 14.16. Benefits Limited to Parties. Nothing in this Article XIV, expressed or implied, is intended to give to any person other than the Successor Agency, the Trustee and the Owners of the Series 2015 Bonds, including the Original Purchaser, any right, remedy, claim under or by reason of this Article XIV. Any covenants, stipulations, promises or agreements in t1 -ds Article XIV contained by and on behalf of the Successor Agency shall be for the sole and exclusive benefit of the Trustee and the Owners of the Series 2015 Bonds, including the Original Purchaser. Section 14.17. 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 tlis Indenture, and for the better assuring and confirming unto the Owners of the Series 2015 Bonds and the rights and benefits provided in this Indenture. TI -ds Third Supplement and all of the terms and provisions herein contained shall form part of t1 -ds Indenture as fully and with the same effect as if all such terms and provisions had been set forth in this Indenture. This Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby. Section 14.18. Effect of this Article XIV. Except as in tlis Article XIV expressly provided or except to the extent inconsistent with any provision of tlis Article XIV, the Series 2015 Bonds shall be deemed to be Bonds under and within the meaning of Section 1.01, and every term and condition contained in the other provisions of tlis Indenture shall apply to the Series 2015 Bonds with full force and effect, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to tlis Article XIV. -16- Attachment 3 - 18 SECTION 2. Amendment of Master Indenture. In accordance with the provisions of Section 5.01(b) of the Master Indenture, the Master Indenture is hereby further amended as set forth in flus Section 2, which amendment the Successor Agency hereby determines shall not materially adversely effect the Owners of the 2007 Bonds: (a) Section 1.01 of the Master Indenture is hereby amended by adding thereto the following new defined term: "Series 2015 Bonds" means the Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2015, authorized pursuant to Section 14.02 and at any time Outstanding under this Indenture. SECTION 3. Attachment of Appendix D. The Master Indenture is also hereby further amended by attaching thereto and incorporating therein an Appendix D setting forth the form of the Series 2015 Bonds, which shall read substantially as set forth in Exhibit A which is attached hereto and by this reference incorporated herein. SECTION 4. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Third Supplement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Third Supplement The Successor Agency hereby declares that it would have entered into this Third Supplement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Series 2015 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Third Supplement may be held illegal, invalid or unenforceable. SECTION 5. Execution in Counterparts. This Third Supplement 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 6. Governing Law. Thus Third Supplement shall be construed and governed in accordance with the laws of the State of California. -17- Attachment 3 - 19 IN WrrNEss WHEREOF, the PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY has caused flus Third Supplement to be signed in its name by its Executive Director and attested by its Secretary, and U.S. BANK NATIONAL ASSOCIATION, in token of its acceptance of the trusts created hereunder, has caused this Tlurd Supplement to be signed in its corporate name by its officers thereunto duly authorized, all as of the day and year first above written. (SEAL) ATTEST: as Secretary PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY 0 Executive Director U.S. BANK NATIONAL ASSOCIATION, as Trustee as Authorized Officer -18- Attachment 3 - 20 No. R-1 EXHIBIT A APPENDIX D TO INDENTURE (FORM OF SERIES 2015 BOND) UNITED STATES OF AMERICA STATE OF CALIFORNIA $[Principal Amount] PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY MERGED PROJECT AREA TAX ALLOCATION REFUNDING BOND, SERIES 2015 INTEREST RATE: MATURITY DATE: DATED DATE: % May 1, 2030 .2015 REGISTERED OWNER: JPMORGAN CHASE BANK, N.A PRINCIPAL AMOUNT: The Petaluma Community Development Successor Agency, a public entity duly organized and existing under the laws of the State of California (the "Successor Agency"), for value received, hereby promises to pay to the Registered Owner specified above or registered assigns (the "Registered Owner'), on the Maturity Date specified above (subject to any right of prior redemption hereinafter provided for), the Principal Amount specified above in lawful money of the United States of America, and to pay interest thereon at the Interest Rate specified above in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the fifteenth (15th) calendar day of the month preceding such Interest Payment Date (a "Record Date"), in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to April 15, 2015, in which event it shall bear interest from the Dated Date specified 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 hereon has previously been paid or made available for payment), payable semiannually on November 1 and May 1 in each year, commencing May 1, 2015 (the "Interest Payment Dates'), until payment of such Principal Amount in full. Exhibit A-1 Attachment 3 - 21 The Principal Amount hereof is payable upon presentation hereof at the principal corporate trust office of U.S. Bank National Association in San Francisco, California, as trustee (the "Trustee'), or such other office of the Trustee as the Trustee may designate (the "Principal Corporate Trust Office"). Interest hereon is payable by check of the Trustee mailed by first class mail on each Interest Payment Date to the Registered Owner hereof at the address of such Registered Owner as it appears on the registration books of the Trustee as of the preceding Record Date; provided that at the written request of the Owner (as defined in the Indenture) of at least $1,000,000 aggregate principal amount of Bonds, which written request is on file with the Trustee prior to the Record Date immediately preceding the applicable Interest Payment Date, interest on such Bonds shall be paid on such Interest Payment Date by wire transfer to such account within the United States of America as shall be specified in such written request. So long as this Bond is owned by JPMorgan Chase Bank, N.A. (the "Original Purchaser"), (a) this Bond is not required to be presented and surrendered to the Trustee for payment at any time prior to the final maturity thereof, and (b) the Trustee will pay the principal of and interest on this Bond by wire transfer to the Original Purchaser in accordance with the wire transfer instructions set forth in the Indenture; provided that principal on this Bond which is payable at maturity shall be made only upon presentation and surrender hereof at the Principal Corporate Trust Office of the Trustee as set forth in the preceding paragraph. TI -ds Bond is one of a duly authorized issue of bonds of the Successor Agency designated as the "Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2015" (the 'Bonds") of an aggregate principal amount of Dollars ($[Principal Amount]), all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities or interest rates) and all issued 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 of California (the "Redevelopment Law"), pursuant to an Indenture, dated as of April 1, 2007, as supplemented and amended, including as supplemented and amended by a Third Supplement to Indenture, dated as of December 1, 2014 (as so amended and supplemented, the "Indenture"), pursuant to the Dissolution Act and pursuant the Refunding Law (as such terms are defined in the Indenture). The Bonds have been issued on a parity with the certain outstanding obligations of the Successor Agency as provided in the Indenture. The Successor Agency may issue or incur additional obligations 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 supplements thereto, to the Redevelopment Law, the Dissolution Act 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 Pledged Tax Revenues, as that term is defined in the Indenture, and the rights thereunder of the 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 the Registered Owner of this Bond, by acceptance hereof, assents and agrees. Notwithstanding the foregoing provisions of this Bond, in the event a Determination of Taxability occurs under and as defined in the Indenture, the Successor Agency shall pay to the Original Purchaser on demand therefor: Exhibit A-2 Attachment 3 - 22 (a) an amount equal to the difference between (i) the amount of interest that would have been paid to the Original Purchaser during the Taxable Period (as such term is defined in the Indenture), if the Bonds had borne interest at % per annum, begmnfng on the Taxable Date (as such term is defined in the Indenture), and (ii) the amount of interest paid to the Original Purchaser during the Taxable Period, and (b) an amount equal to any interest, penalties or charges owed by the Original Purchaser as applicable, as a result of interest on the Bonds becoming includable in the gross income of the Original Purchaser thereof, together with any and all attorneys' fees, court costs, or other out-of-pocket costs incurred by the Original Purchaser in connection therewith. The Bonds have been issued by the Successor Agency for the purpose of providing funds to refund the Former Commission's 2005 Bonds (as defined in the Indenture). In accordance with the Indenture, this Bond and the interest hereon together with all other Bonds and the interest thereon (to the extent set forth in the Indenture), are payable from, and are secured by a pledge of and lien created with respect to the Bonds by Section 34177.5(g) of the California Health and Safety Code on the Pledged Tax Revenues (as defined in the Indenture) derived by the Successor Agency from the Project Areas (as defined in the Indenture) and deposited from time to time in the Redevelopment Property Tax Trust Fund. As and to the extent set forth in the Indenture, all of the Pledged Tax Revenues are exclusively and irrevocably pledged in accordance with the terms and provisions of the Indenture, the Dissolution Act, the Refunding Law and the Redevelopment Law, to the payment of the principal of and interest and premium, if any, on the Bonds, and all Additional Bonds. Notwithstanding the foregoing, certain Pledged Tax Revenues may be applied for other purposes as provided in the Indenture. TI -ds Bond is not a debt of the City of Petaluma (the "City"), the State of California, or any of its political subdivisions, and neither the City, said State, nor any of its political subdivisions, other than the Successor Agency, is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than the Pledged Tax Revenues. The rights and obligations of the Successor Agency and the 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 permit a change in the terms of maturity of the principal of any outstanding Bond or of any installment of interest thereon or a reduction in the rate of interest thereon without the consent of the Owner of such Bond, or shall reduce the percentages of the Owners required to effect any such modification or amendment. The Bonds are subject to redemption in whole, at the option of the Successor Agency, on any date on or after May 1, 2025, from any available source of funds, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed, without premium. The Bonds are subject to mandatory sinking fund redemption in part by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without Exhibit A-3 Attachment 3 - 23 premium, in the aggregate respective principal amounts and on May 1 and November 1 in the respective years as set forth in the following table: Sinking Fund Principal Amount Redemption Date To Be Redeemed 5/1/2015 11/1/2015 5/1/2016 11/1/2016 5/1/2017 11/1/2017 5/1/2018 11/1/2018 5/1/2019 11/1/2019 5/1/2020 11/1/2020 5/1/2021 11/1/2021 5/1/2022 11/1/2022 5/1/2023 11/1/2023 5/1/2024 11/1/2024 5/1/2025 11/1/2025 5/1/2026 11/1/2026 5/1/2027 11/1/2027 5/1/2028 11/1/2028 5/1/2029 11/1/2029 5/1/2030 (Maturity) 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 Trustee may, and if requested by a majority in aggregate principal amount of the aggregate of the Series 2015 Bonds, the Series 2007 Bonds, Series 2011 Bonds, the Series 2014 Bonds and any Additional Bonds (as such terms are defined in the Indenture) then outstanding shall, exercise any remedies available to the Trustee in lacy or in equity. Exhibit A-4 Attachment 3 - 24 TI -ds Bond is transferable by the Registered Owner hereof, in person or by an attorney duly authorized in writing by such person, at said Principal Corporate Trust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new Bond or Bonds, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Successor Agency and the Trustee may treat the Registered Owner hereof as the absolute Owner hereof for all purposes, and the Successor Agency and the Trustee shall not be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED AND DECLARED 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, form and manner as required by the Redevelopment Law, the Dissolution Act and the Refunding Law and the laws of the State of California and that the amount of t1 -ds Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescribed by the Redevelopment 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. TI -ds Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Certificate of Authentication hereon endorsed shall have been manually signed by the Trustee. Exhibit A-5 Attachment 3 - 25 IN WITNESS WHEREOF, THE PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Chairman and its seal to be reproduced hereon and attested to by the facsimile signature of its Secretary, all as of the Dated Date set forth above. ATTEST: 0 PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY am Secretary Chairman CERTIFICATE OF AUTHENTICATION TI -ds is one of the Bonds described in the within -mentioned Indenture. Dated: 2015 U.S. BANK NATIONAL ASSOCIATION as Tntstee By: Authorized Signatory Exhibit A-6 Attachment 3 - 26 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(s) must be guaranteed by an eligible Note: The signature(s) on this Assignment must guarantor institution. correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Exhibit A-7 Attachment 3 - 27 ATTACHMENT 4 $[] PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY MERGED PROJECT AREA TAX ALLOCATION REFUNDING BONDS, SERIES 2014 BOND PURCHASE AND RATE LOCK AGREEMENT December . 2014 Petaluma Community Development Successor Agency 11 English Street Petaluma, California 94952 Ladies and Gentlemen: The undersigned, TPB Investments, Inc., [a wholly owned subsidiary of Western Alliance Bank, an Arizona corporation] (the "Purchaser'), acting not as a fiduciary or agent for you, offers to enter into this Bond Purchase and Rate Lock Agreement (this "Agreement") with the Petaluma Community Development Successor Agency (the "Successor Agency"), which will be binding upon the Successor Agency and the Purchaser upon acceptance by the Successor Agency. This offer is made subject to the Successor Agency's acceptance by the execution of thus Agreement and its delivery to the Purchaser before 6:00 p.m., California time, on the date set forth hereinabove. If not so accepted, this offer will be subject to acceptance hereof by the Successor Agency. Section 1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms as used herein shall have the following meanings: "Act" means Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code. 'Bond Counsel' means the law firm of Jones Hall, A Professional Law Corporation, San Francisco, California. "Bonds" means the Petaluma Community Development Successor Agency Tax Allocation Refunding Bonds, Series 2014. "Change in Law" means: (i) any change in or addition to applicable federal or state law, whether statutory or as interpreted by the courts, including any changes in or new rules, regulations or other pronouncements or interpretations by federal or state agencies; (ii) any legislation enacted by the Congress of the United States or introduced therein or recommended for passage by the President of the United States (if such enacted, introduced or recommended legislation has a proposed effective date which is on or before the Closing Date, defined below); (iii) any law, rule or regulation proposed or enacted by any governmental body, department or agency (if such proposed or enacted law, rule or regulation has a proposed effective date which is on or before the Closing Date); or (iv) any judgment, ruling or order issued by any court or administrative body, which in any such case, would, as to the Purchaser, legally prohibit (or Attachment 4 - 1 have the retroactive effect of prohibiting, if enacted, adopted, passed or finalized) the Purchaser from purchasing the Bonds as provided herein or selling the Bonds or beneficial ownership interests therein to the public or, as to the Successor Agency, would make the issuance, sale or delivery of the Bonds illegal (or have the retroactive effect of making such issuance, sale or delivery illegal, if enacted, adopted, passed or finalized) or eliminate the exclusion from gross income of interest on the Bonds (or have the retroactive effect of eliminating such exclusion if enacted, adopted, passed or finalized); provided, however, that such change in or addition to law, legislation, rule or regulation or judgment, ruling or order shall have become effective, been enacted, introduced or recommended, been proposed or been issued, as the case may be, subsequent to the date of this Agreement. "Closing Date" means December . 2014. "Escrow Agent" means U.S. Bank National Association. "Escrow Agreement" means the Escrow Deposit and Trust Agreement, dated as of [February 1, 2014, by and between the Successor Agency and the Escrow Agent. "Former Commission" means the Petaluma Community Development Commission. "Indenture" means the Indenture, dated as of April 1, 2007, by and between the Former Commission and the Trustee, as supplemented from time to time, including the Second Supplement to Indenture dated as of December 1, 2014. "Law" means Parts 1 and 1.85, Division 24 of the California Iealth and Safety Code. "Oversight Board Resolution" means the resolution of the Oversight Board for the Successor Agency adopted on December 3, 2014 authorizing the issuance and sale of the Bonds. "Successor Agency Legal Documents" means the Indenture, the Escrow Agreement and thus Agreement. "Successor Agency Resolution" means the resolution of the Successor Agency adopted on December 1, 2014 authorizing the issuance and sale of the Bonds. "Trustee" means U.S. Bank National Association, as trustee for the Bonds. Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Indenture. Section 2. Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Purchaser hereby agrees to purchase from the Successor Agency, and the Successor Agency hereby agrees to sell to the Purchaser, all (but not less than all) of the Bonds at a purchase price equal to $_ (being the principal amount of the Bonds) to be paid on the Closing Date.. [Additionally, the Purchaser shall wire on behalf of the Attachment 4 - 2 Successor Agency $ directly to (the "Insurer') for the premium with respect to a municipal debt service reserve insurance policy (the "Reserve Policy") relating to the Bonds. The Bonds are to be dated as of the Closing Date, bear interest from said date (payable on May 1 and November I in each year, commencing on May 1, 2015) at the rate per annum, and mature on the date and in the amounts, set forth in Exhibit A hereto. The Bonds shall be subject to redemption as set forth in the Indenture. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and subject to redemption as provided in the Successor Agency Resolution, the Successor Agency Legal Documents, the Act and the Law. (b) The Bonds will be issued pursuant to the Indenture, the Law, the Act, the Successor Agency Resolution and the Oversight Board Resolution. (c) An official statement, prospectus, offering circular, or other comprehensive offering statement has not been provided with respect to the Bonds. In addition, no CUSIP number or ratings shall be assigned to the Bonds. (d) Except as the Successor Agency and the Purchaser may otherwise agree, the Successor Agency will deliver to the Purchaser on the Closing Date: (i) the Bonds which shall be in fully registered form and shall be registered in the name of TPB Investments, Inc., an affiliate of Western Alliance Public Finance, and duly executed by the Successor Agency in the manner provided for in the Indenture and the Act and which shall be in fully registered form and shall be registered in the name of TPB Investments, Inc., an affiliate of Western Alliance Public Finance; and (ii) at the offices of Bond Counsel, the documents hereinafter mentioned other than the Bonds; and the Purchaser will accept such delivery and pay the purchase price of the Bonds in immediately available funds (such delivery and payment being herein referred to as the "Settlement'). Section 2A. Private Placement, Bonds Constitute a Loan by the Purchaser. (a) The Purchaser has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other obligations of a nature similar to the Bonds to be able to evaluate the risks and merits of the investment represented by the purchase of the Bonds. (b) The Purchaser is acquiring the Bonds for its own account and not with a view to, or for sale in connection with, any distribution of the Bonds or any part thereof. The Purchaser has not offered to sell, solicited offers to buy, or agreed to sell the Bonds or any part thereof, and the Purchaser has no current intention of reselling or otherwise disposing of the Bonds; provided, however, such representation shall not preclude the Purchaser from transferring or selling the Bonds in accordance with the Indenture. The Purchaser is not acting in a broker-dealer capacity in connection with its purchase of the Bonds. The Purchaser intends to book and hold the Bonds as a loan in its loan portfolio. (c) As a soplusticated investor, the Purchaser has made its own credit inquiry and analysis with respect to the Successor Agency and the Bonds, and has made an independent credit decision based upon such inquiry and analysis, and in reliance on the truth, accuracy, 3 Attachment 4 - 3 and completeness of the representations and warranties of the Successor Agency set forth in the Indenture and this Agreement, and in the information set forth in any materials submitted to the Purchaser by the City. The Purchaser acknowledges that it has reviewed information, including financial statements and other financial information regarding the Successor Agency, and the Purchaser has had the opportunity to ask questions of and receive answers from knowledgeable individuals concerning the City and the Bonds. (d) The Purchaser understands that the Bonds have not been registered under the United States Securities Act of 1933 or under any state securities laws. The Purchaser agrees that it will comply with any applicable state and federal securities laws then in effect with respect to any disposition of the Bonds by it, and further acknowledges that any current exemption from registration of the Bonds does not affect or diminish such requirements. (e) The Purchaser has authority to purchase the Bonds and to execute this Agreement and any other instruments and documents required to be executed by the Purchaser in connection with the purchase of the Bonds. The undersigned is a duly appointed, qualified, and acting officer of the Purchaser and is authorized to cause the Purchaser to make the representations and warranties contained herein by execution of this Agreement on behalf of the Purchaser. (f) The Purchaser has been informed that the Bonds (i) have not been and will not be registered or otherwise qualified for sale under the 'Blue Sky" laws and regulations of any jurisdiction, and (ii) will not be listed on any stock or other securities exchange. (g) The Purchaser acknowledges that the Bonds are transferable with certain requirements, as described in the Indenture. (h) The Purchaser has been informed that the Bonds are exempt from the requirements of Rule 15c2-12 of the Securities and Exchange Commission and that the Successor Agency has not undertaken to provide any continuing disclosure with respect to the Bonds except to the extent set forth in Section 9 hereof. (i) The Purchaser intends to treat the acquisition of the Bonds as a loan and hold the loan in its loan portfolio. Section 3. Representations, Warranties and Agreements of the Successor Agency. The Successor Agency represents and warrants to and agrees with the Purchaser that: (a) The Successor Agency is a public entity existing under the laws of the State of California, including the Law, and has, and at the Closing Date will have, full legal right, power and authority: (i) to enter into this Agreement; (ii) to issue, sell and deliver the Bonds to the Purchaser as provided herein; and (iii) to carry out, give effect to and consummate the transactions contemplated by the Act, the Law and the Successor Agency Legal Documents. (b) With respect to the Bonds, the Successor Agency has complied with, and will at the Closing Date be in compliance in all respects with, all applicable laws and agreements. 4 Attachment 4 - 4 (c) The Successor Agency has, or prior to the Closing Date, will have: (i) adopted the Successor Agency Resolution; (ii) approved and authorized the execution and/or delivery of the Successor Agency Legal Documents and any other applicable agreements; and (iii) authorized and approved the performance by the Successor Agency of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by the Act, the Law, the Successor Agency Legal Documents and any other applicable agreements. On the Closing Date, and with respect to this Agreement, on the date hereof, the Successor Agency Resolution will be in full force and effect. On the Closing Date (assuming due authorization, execution and delivery by the other parties thereto, where necessary, and the enforceability thereof against such other parties), the Bonds and the Successor Agency Legal Documents will constitute the valid, legal and binding obligations of the Successor Agency, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought. (d) The Successor Agency is not, and as of the Closing Date will not be, in breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the Successor Agency, the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or any applicable court or administrative decree or order or any loan agreement, note, indenture, contract, agreement or other instrument to which the Successor Agency is a party or is otherwise subject or bound, which breach or default would have a material adverse effect on the Successor Agency's ability to perform its obligations under the Act, the Law, the Bonds and the Successor Agency Legal Documents; and the approval, execution and delivery of the Bonds, the Successor Agency Legal Documents and the other instruments contemplated by any of such documents to which the Successor Agency is a party, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the Successor Agency, the State of California or the United States of America, or of any department, division, agency or instrumentality of any thereof, or any applicable court or administrative decree or order or any loan agreement, note, indenture, contract, agreement or other instrument to which the Successor Agency is a party or is otherwise subject or bound in any manner that would materially adversely affect the Successor Agency's ability to perform its obligations under the Act, the Law, the Bonds and the Successor Agency Legal Documents. (e) All approvals, licenses, permits, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Successor Agency of its obligations under the Act, the Law, the Bonds and the Successor Agency Legal Documents have been obtained and are in full force and effect. (f) No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body is pending, or to the knowledge of the Successor Agency, threatened, in any way affecting the existence of the Successor Agency or the titles of its officers to their respective offices or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Act, the Law and the Successor Agency Legal Documents, the uses of the proceeds of the Bonds, or in any way contesting or affecting the validity or enforceability of the Successor Agency Legal 5 Attachment 4 - 5 Documents or any action of the Successor Agency contemplated by any of said documents, or in any way contesting the powers of the Successor Agency or its authority with respect to the Successor Agency Legal Documents or any action of the Successor Agency contemplated by any of said documents, or which would adversely affect the exclusion from gross income for purposes of federal income taxation of interest paid on the Bonds; nor to the knowledge of the Successor Agency, is there any basis therefor. (g) Any certificate signed by any official of the Successor Agency authorized to do so shall be deemed a certification by the Successor Agency to the Purchaser as to the statements made therein. (h) The Successor Agency will apply the proceeds of the Bonds in accordance with the Act, the Law and the Successor Agency Legal Documents; and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal or State of California tax purposes of the interest on the Bonds. (i) Between the date hereof and the Closing Date, the Successor Agency will not, without the written consent of the Purchaser, offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from Pledged Tax Revenues (as such term is defined in the Indenture), nor will there be any adverse change of a material nature in the financial position, results of operations or conditions, financial or otherwise, of the Successor Agency. 0) Except as previously disclosed in writing to the Purchaser, the Successor Agency is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Successor Agency, would have a material adverse effect on the financial condition of the Successor Agency. (k) The financial statements of, and other financial information regarding the Successor Agency previously delivered to the Purchaser by the Successor Agency fairly present the financial position and results of the Successor Agency as of the dates and for the periods therein set forth. The financial statements of the Successor Agency have been prepared in accordance with generally accepted accounting principles consistently applied, and except as noted in such financial statements or the notes thereto. (1) As of the Closing Date, the Successor Agency will not have outstanding any indebtedness which is secured by a lien on the Pledged Tax Revenues of the Successor Agency senior to or on a parity with the lien provided for in the Indenture on the Pledged Tax Revenues other than the Series 2005 Bonds, the Series 2007 Bonds, and the Series 2011 Bonds. (m) As of the time of acceptance hereof and as of the Closing Date, the Successor Agency has complied with the filing requirements of the Law, including, without limitation, the filing of all Recognized Obligation Payment Schedules, as required by the Law. (n) The Successor Agency has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Successor Agency is not a bond issuer whose arbitrage certifications may not be relied upon. Attachment 4 - 6 (o) The Oversight Board for the Successor Agency has duly adopted the Oversight Board Resolution approving the issuance of the Bonds and no further approval or consent of the Oversight Board for the Successor Agency is required for the issuing of the Bonds. (p) The Department of Finance of the State of California (the "Department of Finance') has issued a letter, dated , 2014, approving the issuance of the Bonds. No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions described in the Indenture. Except as previously disclosed in writing by the Successor Agency, the Successor Agency is not aware of the Department of Finance directing or having any basis to direct the County of Sonoma Auditor -Controller to deduct unpaid unencumbered funds from future allocations of property tax to the Successor Agency pursuant to Section 34183 of the Law. (q) Prior to the Settlement, the Successor Agency will not take any action within or under its control that will cause any adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Successor Agency. (r) The issuance and sale of the Bonds is not subject to any transfer or other documentary stamp taxes of the State or any political subdivision thereof. (s) As of the time of acceptance hereof and as of the Closing Date, the Successor Agency has complied with the filing requirements of Sections 33080 to 33080.6 of the Law. Section 4. Conditions to the Obligations of the Purchaser Upon Closing Date. The obligations of the Purchaser on the Closing Date to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties on the part of the Successor Agency contained herein as of the date hereof and, as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Successor Agency, as well as of the other individuals referred to herein, made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the Successor Agency of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: (a) Between the date hereof and the Closing Date, the market price or marketability of the Bonds shall not have been materially adversely affected, in the reasonable judgment of the Purchaser (evidenced by a written notice to the Successor Agency terminating the obligation of the Purchaser to accept delivery of and pay for the Bonds on the Closing Date), by reason of any of the following: (i) legislation is enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State of California or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the 7 Attachment 4 - 7 United States, the Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences of any of the transactions contemplated herein; (ii) a general suspension of trading in securities on the New York Stock Exchange or any other national securities exchange, the establishment of minimum or maximum prices on any such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, or a general banking moratorium declared by federal, State of New York or State of California officials authorized to do so, or any material increase of restrictions now in force (including, with respect to the extension of credit by, or the charge to the net capital requirements of, the Purchaser); (iii) there shall have occurred a material disruption in commercial banking or securities settlement, payment or clearance services affecting the Bonds; (iv) there shall have occurred any: (1) new material outbreak of hostilities (including, without limitation, an act of terrorism); or (2) new material other national or international calamity or crisis, or any material adverse change in the financial, political or economic conditions affecting the United States, including, but not limited to, an escalation of hostilities that existed prior to the date hereof; (v) any amendment to the federal Constitution or State of California Constitution or action by any federal or State of California court, legislative body, regulatory body or other authority materially adversely affecting the Successor Agency's property, assets, income or securities (or interest thereon); (vi) any event occurring, or information becoming known which, in the judgment of the Purchaser after consultation with the Successor Agency, makes untrue in any material respect any statement or information contained in any documents provided to the Purchase,; (vii) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the Successor Agency; or (viii) legislation has been introduced or proposals made by the Governor of the State of California which if enacted and effective would impose additional limitations or burdens on the Successor Agency by reason of the issuance of the Bonds or wluch purport to prohibit the issuance of the Bonds. (b) At or prior to the Closing Date, the Purchaser shall have received counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Purchaser: (i) The Successor Agency Resolution in the form duly approved by the Successor Agency and which shall not have been further amended or modified (except as may have been agreed to by the Purchaser) and the Oversight Board Resolution; 8 Attachment 4 - 8 (ii) An approving opinion regarding the tax-exempt status of the Bonds and related matters of from Bond Counsel, dated the Closing Date and addressed to the Successor Agency, and a letter from Bond Counsel addressed to the Purchaser expressly permitting the Purchaser to rely on such final approving opinion as if the Purchaser was an addressee;; (iii) An Opinion of Bond Counsel, together with a letter from Bond Counsel dated the Closing Date and addressed to the Purchaser to the effect that the Purchaser may rely on the legal conclusions expressed in the opinion in its capacity as the initial purchaser of the Bonds, to the effect that: (1) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (2) this Agreement has been duly executed and delivered by, and is a valid and binding agreement of, the Successor Agency, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles; (iv) A certificate, dated the Closing Date and signed by a duly authorized officer of the Successor Agency to the effect that: (1) the representations and warranties of the Successor Agency contained in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date; and (2) the Successor Agency has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Act, the Law, the Successor Agency Resolution and this Agreement at and prior to the Closing Date. (v) An opinion of counsel to the Successor Agency ("Agency Counsel"), dated the Closing Date and addressed to the Purchaser, to the effect that (1) the Successor Agency is a public entity organized and existing under the laws of the State of California, including the Law, with full right, power and authority to execute, deliver and perform its obligations under the Successor Agency Legal Documents; (2) the Successor Agency Resolution was duly adopted at a meeting of the Successor Agency, called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout; and the Successor Agency Resolution is in full force and effect and has not been modified amended or rescinded since its adoption date; (3) the Successor Agency Legal Documents have been duly authorized, executed and delivered by the Successor Agency and, assuming due authorization, execution and delivery by the other parties thereto, constitute the valid, legal and binding obligations of the Successor Agency enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors rights and by the application of equitable principles if equitable remedies are sought; (4) the execution and delivery of the Successor Agency Legal Documents and the Official Statement and compliance with the provisions of the Successor Agency Legal Documents, under the circumstances contemplated thereby: (I) do not and will not in any material respect conflict with or constitute on the part of the Successor Agency a breach of or default under any agreement or other instrument to which the Successor Agency is a party or by which it is bound; and (II) do not and will not in any material respect constitute on the part of the Successor Agency a violation, 9 Attachment 4 - 9 breach of or default under any existing law, regulation, court order or consent decree to which the Successor Agency is subject; and (5) to the best of Agency Counsel's knowledge, except as otherwise previously disclosed in writing, there is no litigation or proceeding, pending and served, or threatened, challenging the creation, organization or existence of the Successor Agency, or the validity of the Bonds or the Successor Agency Legal Documents or seeking to restrain or enjoin any of the transactions referred to therein or contemplated thereby, or under which a determination adverse to the Successor Agency would have a material adverse effect upon the financial condition or the revenues of the Successor Agency, or which, in any manner, questions the right of the Successor Agency to issue, sell and deliver the Bonds, to enter into the Indenture or to use the Pledged Tax Revenues for repayment of the Bonds or affects in any manner the right or ability of the Successor Agency to collect or pledge the Pledged Tax Revenues. (vii) Executed copies of the Successor Agency Legal Documents; (viii) The opinion of counsel to the Trustee, dated the Closing Date, addressed to the Purchaser, to the effect that: (1) the Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America, having full power to enter into, accept and administer the trusts created under the Indenture; (2) the Indenture has been duly authorized, executed and delivered by the Trustee, and constitutes the legal, valid and binding obligation of the Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; and (3) except as may be required under the Blue Sky or other securities laws of any state, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery of the Indenture or the consummation of the transactions contemplated by the Indenture; (ix) The opinion of counsel to the Escrow Agent, dated the Closing Date, addressed to the Purchaser, to the effect that: (1) the Escrow Agent is a national banking association, duly organized and validly existing under the laws of the United States of America, having full power to enter into, accept and administer the trusts created under the Escrow Agreement; (2) the Escrow Agreement has been duly authorized, executed and delivered by the Escrow Agent, and constitutes the legal, valid and binding obligation of the Escrow Agent, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; and (3) except as may be required under the Blue Sky or other securities laws of any state, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Escrow Agent that has not been obtained is or will be required for the execution and delivery of the Escrow Agreement or the consummation of the transactions contemplated by the Escrow Agreement; 10 Attachment 4 - 10 (x) A certificate of the Trustee, dated the Closing Date, addressed to the Purchaser, to the effect that (1) the Trustee is a national banking association duly organized and validly existing under the laws of the United States of America; (2) the Trustee has full power, authority and legal right to comply with the terms of the Indenture, and to perform the obligations stated therein; and (3) the Trustee is duly authorized to authenticate and deliver the Bonds to the Purchaser pursuant to the terms of the Indenture; (xi) A certificate of the Escrow Agent, dated the Closing Date, addressed to the Purchaser, to the effect that (1) the Escrow Agent is a national banking association duly organized and validly existing under the laws of the United States of America; and (2) the Escrow Agent has full power, authority and legal right to comply with the terms of the Escrow Agreement, and to perform the obligations stated therein; (xii) A certificate of the Clerk of the Oversight Board to the effect that the Oversight Board Resolution was validly adopted, remains in full force and effect, and has not been amended, rescinded or otherwise modified since its date of adoption; (xiii) An opinion of Bond Counsel, dated the Closing Date, to the effect that the Successor Agency has taken all actions required to defease the portion of the 2003 Bonds to be refunded by the Bonds as of the Closing Date, and that such portion of the 2003 Bonds are no longer outstanding under the Indenture; (xiv) A tax certificate with respect to maintaining the tax-exempt status of the Bonds, duly executed by the Successor Agency and an 8038G Certificate thereto; (xv) An executed copy of the commitment from the Insurer to deliver the Reserve Policy; (xvi) Evidence satisfactory to Bond Counsel that the requirements of Section 34177.5(a) of the California Health and Safety Code have been met with respect to the Bonds; (xvii) Evidence satisfactory to Bond Counsel that the requirements of Section 34177.5(c) of the California Health and Safety Code have been met, in order to subordinate to the payment of debt service on the Bonds the rights of Sonoma County, Sonoma County Library, Sonoma County Water Agency, Marin/Sonoma Mosquito and Vector Control District, Bay Area Air Quality Management District, Sonoma Resource Conservation District, Petaluma City Elementary School District, Petaluma Joint Union High School District and Santa Rosa Junior College to receive tax revenues under Section 34183(a)(1) of the California Health and Safety Code; and (xviii) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Purchaser or Bond Counsel may reasonably request. (c) All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the terms hereof if, and only if, they are in form and substance satisfactory to the Purchaser. 11 Attachment 4 - 11 (d) If any of the conditions to the obligations of the Purchaser contained in this Section or elsewhere in this Agreement shall not have been satisfied when and as required herein, all obligations of the Purchaser hereunder may be terminated, at, or at any time prior to, the Closing Date by written notice to the Successor Agency, except that the respective obligations of the Purchaser and the Successor Agency set forth in Section 7 shall continue in full force and effect. Section 5. Conditions to the Obligations of the Purchaser Upon Closing Date. The obligations of the Purchaser on the Closing Date to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Purchaser, to the accuracy in all material respects of the representations and warranties on the part of the Successor Agency contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Successor Agency, as well as of the other individuals referred to herein, made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the Successor Agency of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: (a) On the Closing Date, the Bonds and the Successor Agency Legal Documents 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 Purchaser; and there shall have been taken in connection with the issuance of the Bonds and with the transactions contemplated by the Bonds and the Successor Agency Legal Documents, all such actions as, in the opinion of Bond Counsel shall be necessary and appropriate. (b) Between the date hereof and the Closing Date, price of the Bonds shall not have been materially adversely affected, in the reasonable judgment of the Purchaser (evidenced by a written notice to the Successor Agency terminating the obligation of the Purchaser to accept delivery of and pay for the Bonds on the Closing Date), by reason of any of the events described in Sections 4(a)(i) through 4(a)(v); or (c) At or prior to the Closing Date, the Purchaser shall have received counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Purchaser: (i) An unqualified opinion of Bond Counsel dated the Closing Date and addressed to the Successor Agency, in substantially the form attached hereto as Exhibit B, together with a reliance letter from Bond Counsel dated the Closing Date and addressed to the Purchaser; (ii) The Reserve Policy, an opinion of counsel to the Insurer addressed to the Successor Agency as to the due authorization, execution, delivery and enforceability of the Reserve Policy; (iii) The written consent of JPMorgan Chase Bank, N.A., as holder of the Outstanding Series 2011 Bonds (as such term is defined in the Indenture), to the amendment of Section 5.06(4) of the Indenture pursuant to Section 2(c) of the Second 12 Attachment 4 - 12 Supplement to Indenture dated as of December 1, 2014, between the Successor Agency and the Trustee; (iv) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Purchaser or Bond Counsel may reasonably request; and (v) A transcript of all proceedings relating to the authorization, issuance, sale and delivery of the Bonds. (d) All of the opinions, letters, certificates, instruments and other documents mentioned in this Section or elsewhere in thus Agreement shall be deemed to be in compliance with the terms hereof if, and only if, they are in form and substance satisfactory to the Purchaser. (e) If any of the conditions to the obligations of the Purchaser contained in this Section or elsewhere in this Agreement shall not have been satisfied when and as required herein, all obligations of the Purchaser hereunder may be terminated, at, or at any time prior to, the Closing Date by written notice to the Successor Agency, except that the respective obligations of the Purchaser and the Successor Agency set forth in Section 7 hereof shall continue in full force and effect. Section 6. Conditions to the Obligations of the Successor Agency. The Successor Agency has entered into this Agreement in reliance upon performance by the Purchaser of its obligations hereunder to accept delivery of and pay for each the Bonds on the Closing Date and on representations contained in the documents and instruments to be delivered at the Closing Date by parties other than the Successor Agency and its officers. The Successor Agency's obligations under this Agreement to sell and to deliver the Bonds shall be subject upon performance by the Purchaser of the obligations to be performed by the Purchaser hereunder, to there being no litigation of a type described in Section 3(h) pending or to the knowledge of the Successor Agency, threatened at the time of the Closing Date and to each condition described in Section 5(a) being fulfilled. Section 7. Expenses. (a) Whether or not the Purchaser accepts delivery of and pay for the Bonds as set forth herein, the Purchaser shall be under no obligation to pay, and the Successor Agency shall pay any expenses incident to the performance of the Successor Agency's obligations hereunder including, but not limited to: (i) the cost of preparation, printing and distribution of the Indenture; (ii) the cost of preparation of the Bonds; (iii) the fees and disbursements of Bond Counsel and the fees and expenses of Agency Counsel; (iv) the fees and disbursements of the Successor Agency's Financial Advisor and any other experts, consultants or advisors retained by the Successor Agency; and (v) any out-of-pocket disbursements of the Successor Agency and of the Purchaser incurred in connection with the public offering and distribution of the Bonds, including any advertising expenses and expenses (including in the expense component of the Purchaser's compensation) incurred on behalf of the Successor Agency's employees which are incidental to implementing thus Purchase Agreement including, but not limited to, meals, transportation and lodging of those employees. 13 Attachment 4 - 13 (b) Whether or not the Bonds are delivered to the Purchaser as set forth herein, the Purchaser shall pay the fees and expenses of Purchaser's counsel, Nixon Peabody LLP; Section 8. Notices. 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 Successor Agency's address set forth above, Attention: Executive Director; and to the Purchaser under this Agreement by delivering the same in writing to: TPB Investments, Inc., [a wholly owned subsidiary of Western Alliance Bank, an Arizona corporation], One E. Washington Street, Suite 1400, Phoenix, AZ 85004, Attention: James Sult, Jr, SVP. Section 9. Financial Statements. The Successor Agency hereby covenants and agrees to furnish or cause to be furnished to the Purchaser, at the Successor Agency's expense, the audited financial statements of the Successor Agency prepared in accordance with generally accepted accounting principles, consistently applied, and which shall fairly present the Successor Agency's financial condition as of the date of such statements, with such additional details as further described in Section 15.10 of the Indenture. Section 10. Fiduciary. The Successor Agency acknowledges and agrees that: (a) the purchase and sale of the Bonds pursuant to this Agreement is an arm's-length commercial transaction between the Successor Agency and the Purchaser; (b) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Purchaser is and has been acting solely as a principal and is not acting as the agent, fiduciary or Municipal Advisor (as such term is defined in Section 15B of the Securities Exchange Act of 1934, as amended) of the Successor Agency; (c) the Purchaser have not assumed an advisory or 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 Purchaser has provided other services or is currently providing other services to the Successor Agency on other matters) and the Purchaser has no obligation to the Successor Agency with respect to the offering contemplated hereby except the obligations expressly set forth in tlis Agreement; and (d) the Successor Agency has consulted its own legal, financial and other advisors to the extent that it has deemed appropriate. Section 11. Parties in Interest. This Agreement is made solely for the benefit of the Successor Agency and the Purchaser (including successors or assignees of either of the Purchaser) and no other person shall acquire or have any right hereunder or by virtue hereof. Section 12. Survival of Representations and Warranties. The representations and warranties of the Successor Agency set forth in or made pursuant to tiis Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing Date occurring or termination of this Agreement and regardless of any investigations made by or on behalf of the Purchaser (or statements as to the results of such investigations) concerning such representations and statements of the Successor Agency and regardless of delivery of and the payment for the Bonds. Section 13. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California. 14 Attachment 4 - 14 Section 14. Entire Agreement. This Agreement and its integrated attachment(s) constitute the entire agreement of the parties and as such are intended to be the complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Section 15. Counterparts. TI -ds Agreement may be simultaneously executed in several counterparts, each of which is an original and all of which constitutes but one and the same instrument. Section 16. Effective Date. TI -ds Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Successor Agency and shall be valid and enforceable as of the time of such acceptance. Section 17. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to be a part hereof. [SIGNATURES ON THE FOLLOWING PAGE] 15 Attachment 4 - 15 [SIGNATURE PAGE TO THE BOND PURCHASE AND RATE LOCK AGREEMENT] Accepted: PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY ws Executive Director Very truly yours, TPB INVESTMENTS, INC., [A WHOLLY OWNED SUBSIDIARY OF WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION] 13 Authorized Officer 16 Attachment 4 - 16 EXHIBIT A PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY MERGED PROJECT AREA TAX ALLOCATION REFUNDING BONDS, SERIES 2014 BOND TERMS Sinking Fund PaymentDates Amount A-1 Interest Rate Attachment 4 - 17 ATTACHMENT 5 PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY MERGED PROJECT AREA TAX ALLOCATION REFUNDING BONDS, SERIES 2015 FORWARD DELIVERY BOND PURCHASE AGREEMENT December . 2014 Petaluma Community Development Successor Agency 11 English Street Petaluma, California 94952 Ladies and Gentlemen: The undersigned, JPMorgan Chase Bank, N.A (the "Bank'), acting not as a fiduciary or agent for you, offers to enter into this Forward Delivery Bond Purchase Agreement (this "Agreement") with the Petaluma Community Development Successor Agency (the "Successor Agency"), which will be binding upon the Successor Agency and the Bank upon acceptance by the Successor Agency. This offer is made subject to the Successor Agency's acceptance by the execution of this Agreement and its delivery to the Bank before 6:00 p.m., California time, on the date set forth hereinabove. If not so accepted, this offer will be subject to acceptance hereof by the Successor Agency. Section 1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms as used herein shall have the following meanings: "Act" means Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code. "Bond Counsel" means the law firm of Jones Hall, A Professional Law Corporation, San Francisco, California. "Bonds" means the Petaluma Community Development Successor Agency Tax Allocation Refunding Bonds, Series 2015. "Change in Law" means: (i) any change in or addition to applicable federal or state law, whether statutory or as interpreted by the courts, including any changes in or new rules, regulations or other pronouncements or interpretations by federal or state agencies; (ii) any legislation enacted by the Congress of the United States or introduced therein or recommended for passage by the President of the United States (if such enacted, introduced or recommended legislation has a proposed effective date which is on or before the Settlement Date, defined below); (iii) any law, rule or regulation proposed or enacted by any governmental body, department or agency (if such proposed or enacted law, rule or regulation has a proposed effective date which is on or before the Settlement Date); or (iv) any judgment, ruling or order issued by any court or administrative body, which in any such case, would, as to the Bank, legally prohibit (or have the retroactive effect of prohibiting, if enacted, adopted, passed or Attachment 5 - 1 finalized) the Bank from purchasing the Bonds as provided herein or selling the Bonds or beneficial ownership interests therein to the public or, as to the Successor Agency, would make the issuance, sale or delivery of the Bonds illegal (or have the retroactive effect of making such issuance, sale or delivery illegal, if enacted, adopted, passed or finalized) or eliminate the exclusion from gross income of interest on the Bonds (or have the retroactive effect of eliminating such exclusion if enacted, adopted, passed or finalized); provided, however, that such change in or addition to law, legislation, rule or regulation or judgment, ruling or order shall have become effective, been enacted, introduced or recommended, been proposed or been issued, as the case may be, subsequent to the date of this Agreement. "Closing Date" means December _, 2014. "Escrow Agent" means U.S. Bank National Association. "Escrow Agreement" means the Escrow Trust and Deposit Agreement, dated as of February 1, 2015, by and between the Successor Agency and the Escrow Agent. "Former Commission" means the Petaluma Community Development Commission. "Indenture" means the Indenture, dated as of April 1, 2007, by and between the Former Commission and the Trustee, as supplemented from time to time, including the Third Supplement to Indenture dated as of February 1, 2015. "Law" means Parts 1 and 1.85, Division 24 of the California Health and Safety Code. "Letter Agreement" means the Rate Lock Letter Agreement, dated . 2014, between the Successor Agency and the Bank. "Oversight Board Resolution" means the resolution of the Oversight Board for the Successor Agency adopted on authorizing the issuance and sale of the Bonds. "Settlement Date" means February 3, 2015, or such other date agreed to by the Successor Agency and the Bank. "Successor Agency Legal Documents" means the Indenture, the Escrow Agreement and this Agreement. "Successor Agency Resolution" means the resolution of the Successor Agency adopted on November 17, 2014 authorizing the issuance and sale of the Bonds. "Trustee" means U.S. Bank National Association, as trustee for the Bonds. Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Indenture. Section 2. Purchase, Sale and Delivery of the Bonds. Attachment 5 - 2 (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Bank hereby agrees to purchase from the Successor Agency, and the Successor Agency hereby agrees to sell to the Bank, all (but not less than all) of the Bonds at a price equal to $_ (representing the par amount of the Bonds). [Additionally, the Bank shall wire on behalf of the Successor Agency $ directly to (the "Insurer") for the premium with respect to a municipal debt service reserve insurance policy (the "Reserve Policy") relating to the Bonds.] The Bonds are to be dated as of the Settlement Date, bear interest from said date (payable on May 1 and November 1 in each year, commencing on May 1, 2015) at the rate per annum, and mature on the date and in the amount, set forth in Exhibit A hereto. The Bonds shall be subject to redemption as set forth in the Indenture. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and subject to redemption as provided in the Successor Agency Resolution, the Successor Agency Legal Documents, the Act and the Law. (b) The Bonds will be issued pursuant to the Indenture, the Law, the Act, the Successor Agency Resolution and the Oversight Board Resolution. (c) An official statement, prospectus, offering circular, or other comprehensive offering statement has not been provided with respect to the Bonds. (d) Except as the Successor Agency and the Bank may otherwise agree, the Successor Agency will deliver to the Bank on the Settlement Date: (i) at the offices of the Trustee, or at such other location as may be designated by the Bank, the Bonds, in definitive form duly executed by the Successor Agency in the manner provided for in the Indenture and the Act; and (ii) at the offices of Bond Counsel, the documents hereinafter mentioned; and the Bank will accept such delivery and pay the purchase price of the Bonds in immediately available funds (such delivery and payment being herein referred to as the "Settlement"). The Bonds shall be in fully registered form and shall be registered in the name of JPMorgan Chase Bank, N.A. and delivered to the offices of the Trustee not later than 24 hours prior to the Settlement. (e) In accordance with the Letter Agreement, the Successor Agency acknowledges and agrees, in consideration for the Bank locking the interest rate for this transaction, that if for any reason the full Rate Lock Amount (as defined in the Letter Agreement), is not funded in accordance with the terms of the Indenture by the Rate Lock Funding Date (as defined in the Letter Agreement), then the Successor Agency shall pay a Reinvestment Premium, as further described in the Letter Agreement, the terms of which are incorporated herein by reference. Section 3. Representations, Warranties and Agreements of the Successor Agency. The Successor Agency represents and warrants to and agrees with the Bank that: (a) The Successor Agency is a public entity existing under the laws of the State of California, including the Law, and has, and at the Closing Date and Settlement Date will have, full legal right, power and authority: (i) to enter into this Agreement; (ii) to issue, sell and deliver the Bonds to the Bank as provided herein; and (iii) to carry out, give effect to and consummate the transactions contemplated by the Act, the Law and the Successor Agency Legal Documents. 3 Attachment 5 - 3 (b) With respect to the Bonds, the Successor Agency has complied with, and will at the Closing Date and the Settlement Date be in compliance in all respects with, all applicable laws and agreements. (c) The Successor Agency has, or prior to the Closing Date, will have: (i) adopted the Successor Agency Resolution; (ii) approved and authorized the execution and/or delivery of the Successor Agency Legal Documents and any other applicable agreements; and (iii) authorized and approved the performance by the Successor Agency of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by the Act, the Law, the Successor Agency Legal Documents and any other applicable agreements. On the Closing Date and the Settlement Date, and with respect to this Agreement, on the date hereof, the Successor Agency Resolution will be in full force and effect. On the Settlement Date (assuming due authorization, execution and delivery by the other parties thereto, where necessary, and the enforceability thereof against such other parties), the Bonds and the Successor Agency Legal Documents will constitute the valid, legal and binding obligations of the Successor Agency, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought. (d) The Successor Agency is not, and as of the Closing Date and the Settlement Date will not be, in breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the Successor Agency, the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or any applicable court or administrative decree or order or any loan agreement, note, indenture, contract, agreement or other instrument to which the Successor Agency is a party or is otherwise subject or bound, which breach or default would have a material adverse effect on the Successor Agency's ability to perform its obligations under the Act, the Law, the Bonds and the Successor Agency Legal Documents; and the approval, execution and delivery of the Bonds, the Successor Agency Legal Documents and the other instruments contemplated by any of such documents to which the Successor Agency is a party, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the Successor Agency, the State of California or the United States of America, or of any department, division, agency or instrumentality of any thereof, or any applicable court or administrative decree or order or any loan agreement, note, indenture, contract, agreement or other instrument to which the Successor Agency is a party or is otherwise subject or bound in any manner that would materially adversely affect the Successor Agency's ability to perform its obligations under the Act, the Law, the Bonds and the Successor Agency Legal Documents. (e) All approvals, licenses, pernuts, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Successor Agency of its obligations under the Act, the Law, the Bonds and the Successor Agency Legal Documents have been obtained and are in full force and effect. 4 Attachment 5 - 4 (f) No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, or public board or body is pending, or to the knowledge of the Successor Agency, threatened, in any way affecting the existence of the Successor Agency or the titles of its officers to their respective offices or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Act, the Law and the Successor Agency Legal Documents, the uses of the proceeds of the Bonds, or in any way contesting or affecting the validity or enforceability of the Successor Agency Legal Documents or any action of the Successor Agency contemplated by any of said documents, or in any way contesting the powers of the Successor Agency or its authority with respect to the Successor Agency Legal Documents or any action of the Successor Agency contemplated by any of said documents, or which would adversely affect the exclusion from gross income for purposes of federal income taxation of interest paid on the Bonds; nor to the knowledge of the Successor Agency, is there any basis therefor. (g) Any certificate signed by any official of the Successor Agency authorized to do so shall be deemed a certification by the Successor Agency to the Bank as to the statements made therein. (h) The Successor Agency will apply the proceeds of the Bonds in accordance with the Act, the Law and the Successor Agency Legal Documents; and will not take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal or State of California tax purposes of the interest on the Bonds. (i) Between the date hereof and the Settlement Date, the Successor Agency will not, without the written consent of the Bank, offer or issue any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from Pledged Tax Revenues (as such term is defined in the Indenture), nor will there be any adverse change of a material nature in the financial position, results of operations or conditions, financial or otherwise, of the Successor Agency. (j) Except as previously disclosed in writing to the Bank, the Successor Agency is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Successor Agency, would have a material adverse effect on the financial condition of the Successor Agency. (k) The financial statements of, and other financial information regarding the Successor Agency previously delivered to the Bank by the Successor Agency fairly present the financial position and results of the Successor Agency as of the dates and for the periods therein set forth. The financial statements of the Successor Agency have been prepared in accordance with generally accepted accounting principles consistently applied, and except as noted in such financial statements or the notes thereto. (1) As of the Settlement Date, the Successor Agency will not have outstanding any indebtedness which is secured by a lien on the Pledged Tax Revenues of the Successor Agency senior to or on a parity with the lien provided for in the Indenture on the Pledged Tax Revenues other than the Series 2007 Bonds, the Series 2011 Bonds and the Series 2014 Bonds. Attachment 5 - 5 (m) As of the time of acceptance hereof and as of the Settlement Date, the Successor Agency has complied with the filing requirements of the Law, including, without limitation, the filing of all Recognized Obligation Payment Schedules, as required by the Law. (n) The Successor Agency has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Successor Agency is not a bond issuer whose arbitrage certifications may not be relied upon. (o) The Oversight Board for the Successor Agency has duly adopted the Oversight Board Resolution approving the issuance of the Bonds and no further approval or consent of the Oversight Board for the Successor Agency is required for the issuing of the Bonds. (p) The Department of Finance of the State of California (the "Department of Finance') has issued a letter, dated , 2014, approving the issuance of the Bonds (such letter, the "DOF Approval Letter"). No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions described in the Indenture. Except as previously disclosed in writing by the Successor Agency, the Successor Agency is not aware of the Department of Finance directing or having any basis to direct the County of Sonoma Auditor -Controller to deduct unpaid unencumbered funds from future allocations of property tax to the Successor Agency pursuant to Section 34183 of the Law. (q) Prior to the Settlement, the Successor Agency will not take any action within or under its control that will cause any adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Successor Agency. Section 4. Conditions to the Obligations of the Bank Upon Closing Date. The obligations of the Bank on the Closing Date to accept delivery of and pay for the Bonds on the Settlement Date shall be subject, at the option of the Bank, to the accuracy in all material respects of the representations and warranties on the part of the Successor Agency contained herein as of the date hereof and, as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Successor Agency, as well as of the other individuals referred to herein, made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the Successor Agency of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: (a) Between the date hereof and the Closing Date, the market price or marketability of the Bonds shall not have been materially adversely affected, in the reasonable judgment of the Bank (evidenced by a written notice to the Successor Agency terminating the obligation of the Bank to accept delivery of and pay for the Bonds on the Settlement Date), by reason of any of the following: (i) legislation is enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State of California or the United States Tax Court shall be 6 Attachment 5 - 6 rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences of any of the transactions contemplated herein; (ii) a general suspension of trading in securities on the New York Stock Exchange or any other national securities exchange, the establishment of minimum or maximum prices on any such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, or a general banking moratorium declared by federal, State of New York or State of California officials authorized to do so, or any material increase of restrictions now in force (including, with respect to the extension of credit by, or the charge to the net capital requirements of, the Banlc); (iii) there shall have occurred a material disruption in commercial banking or securities settlement, payment or clearance services affecting the Bonds; (iv) there shall have occurred any: (1) new material outbreak of hostilities (including, without limitation, an act of terrorism); or (2) new material other national or international calamity or crisis, or any material adverse change in the financial, political or economic conditions affecting the United States, including, but not limited to, an escalation of hostilities that existed prior to the date hereof; (v) any amendment to the federal Constitution or State of California Constitution or action by any federal or State of California court, legislative body, regulatory body or other authority materially adversely affecting the Successor Agency's property, assets, income or securities (or interest thereon); (vi) any event occurring, or information becoming known which, in the judgment of the Bank after consultation with the Successor Agency, makes untrue in any material respect any statement or information provided in writing to the Bank, or has the effect that any such written statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vii) there shall have occurred since the date of this Agreement any materially adverse change in the affairs or financial condition of the Successor Agency, except for changes which the Successor Agency discloses to the Bank are expected to occur; or (viii) legislation has been introduced or proposals made by the Governor of the State of California which if enacted and effective would impose additional limitations or burdens on the Successor Agency by reason of the issuance of the Bonds or which purport to prohibit the issuance of the Bonds. 7 Attachment 5 - 7 (b) At or prior to the Closing Date, the Bank shall have received counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Bank: (i) The Successor Agency Resolution in the form duly approved by the Successor Agency and which shall not have been further amended or modified (except as may have been agreed to by the Bank) and the Oversight Board Resolution; (ii) A letter from Bond Counsel, dated the Closing Date and addressed to the Successor Agency, to the effect that, assuming satisfaction by the Successor Agency and the Bank of their respective obligations under this Agreement and the issuance of the Bonds, and no change in any applicable law, regulations or rulings, or interpretations thereof, or in any other facts or circumstances which, in the view of Bond Counsel affect or are material to the opinion of Bond Counsel, it is not aware of any reason that will prevent it from delivering its approving opinion in substantially the form acceptable to the Bank (such opinion hereinafter referred to as, the "Final Opinion"), together with a letter from Bond Counsel, dated the Closing Date and addressed to the Bank, to the effect that the Bank may rely on such letter; (iii) An Opinion of Bond Counsel, together with a letter from Bond Counsel dated the Closing Date and addressed to the Bank to the effect that the Bank may rely on the legal conclusions expressed in the opinion in its capacity as the initial purchaser of the Bonds, to the effect that: (1) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended;; and (2) this Agreement has been duly executed and delivered by, and is a valid and binding agreement of, the Successor Agency, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles; (iv) A certificate, dated the Closing Date and signed by a duly authorized officer of the Successor Agency to the effect that: (1) the representations and warranties of the Successor Agency contained in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date; and (2) the Successor Agency has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Act, the Law, the Successor Agency Resolution and flus Agreement at and prior to the Closing Date. (v) An opinion of counsel to the Successor Agency ("Agency Counsel"), dated the Closing Date and addressed to the Bank, to the effect that: (1) the Successor Agency is a public entity organized and existing under the laws of the State of California, including the Law, with full right, power and authority to execute, deliver and perform its obligations under the Successor Agency Legal Documents; (2) the Successor Agency Resolution was duly adopted at a meeting of the Successor Agency, called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout; and the Successor Agency Resolution is in full force and effect and has not been modified amended or rescinded since its adoption date; (3) the Successor Agency Legal Documents have been duly authorized, executed and delivered 8 Attachment 5 - 8 by the Successor Agency and, assuming due authorization, execution and delivery by the other parties thereto, constitute the valid, legal and binding obligations of the Successor Agency enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors rights and by the application of equitable principles if equitable remedies are sought; (4) the execution and delivery of the Successor Agency Legal Documents and compliance with the provisions of the Successor Agency Legal Documents, under the circumstances contemplated thereby: (I) do not and will not in any material respect conflict with or constitute on the part of the Successor Agency a breach of or default under any agreement or other instrument to which the Successor Agency is a party or by which it is bound; and (II) do not and will not in any material respect constitute on the part of the Successor Agency a violation, breach of or default under any existing law, regulation, court order or consent decree to which the Successor Agency is subject; and (5) to the best of Agency Counsel's knowledge, except as otherwise previously disclosed in writing, there is no litigation or proceeding, pending and served, or threatened, challenging the creation, organization or existence of the Successor Agency, or the validity of the Bonds or the Successor Agency Legal Documents or seeking to restrain or enjoin any of the transactions referred to therein or contemplated thereby, or under which a determination adverse to the Successor Agency would have a material adverse effect upon the financial condition or the revenues of the Successor Agency, or which, in any manner, questions the right of the Successor Agency to issue, sell and deliver the Bonds on the Settlement Date, to enter into the Indenture or to use the Pledged Tax Revenues for repayment of the Bonds or affects in any manner the right or ability of the Successor Agency to collect or pledge the Pledged Tax Revenues. (vi) Executed copies of the Successor Agency Legal Documents; (vii) The opinion of counsel to the Trustee, dated the Closing Date, addressed to the Bank, to the effect that (1) the Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America, having full power to enter into, accept and administer the trusts created under the Indenture; (2) the Indenture has been duly authorized, executed and delivered by the Trustee, and constitutes the legal, valid and binding obligation of the Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; and (3) except as may be required under the Blue Sky or other securities laws of any state, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery of the Indenture or the consummation of the transactions contemplated by the Indenture; (viii) The opinion of counsel to the Escrow Agent, dated the Closing Date, addressed to the Bank, to the effect that: (1) the Escrow Agent is a national banking association, duly organized and validly existing under the laws of the United States of America, having full power to enter into, accept and administer the trusts created under the Escrow Agreement; (2) the Escrow Agreement has been duly authorized, executed 9 Attachment 5 - 9 and delivered by the Escrow Agent, and constitutes the legal, valid and binding obligation of the Escrow Agent, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; and (3) except as may be required under the Blue Sky or other securities laws of any state, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Escrow Agent that has not been obtained is or will be required for the execution and delivery of the Escrow Agreement or the consummation of the transactions contemplated by the Escrow Agreement; (ix) A certificate of the Trustee, dated the Closing Date, addressed to the Bank, to the effect that: (1) the Trustee is a national banking association duly organized and validly existing under the laws of the United States of America; (2) the Trustee has full power, authority and legal right to comply with the terms of the Indenture, and to perform the obligations stated therein; and (3) the Trustee is duly authorized to authenticate and deliver the Bonds to the Bank pursuant to the terms of the Indenture; (x) A certificate of the Escrow Agent, dated the Closing Date, addressed to the Bank, to the effect that. (1) the Escrow Agent is a national banking association duly organized and validly existing under the laws of the United States of America; and (2) the Escrow Agent has full power, authority and legal right to comply with the terms of the Escrow Agreement, and to perform the obligations stated therein; (xi) A certificate of the Clerk of the Oversight Board to the effect that the Oversight Board Resolution was validly adopted, remains in full force and effect, and has not been amended, rescinded or otherwise modified since its date of adoption; (xii) An opinion of Bond Counsel, dated the Closing Date, to the effect that the Successor Agency has taken all actions required to defease the portion of the 2005 Bonds to be refunded by the Bonds as of the Settlement Date, and that such portion of the 2005 Bonds will no longer be outstanding upon deposit on the Settlement Date with the Escrow Agent for deposit to the Escrow Fund the amounts specified in the Escrow Agreement; (xiii) A tax certificate with respect to maintaining the tax-exempt status of the Bonds, duly executed by the Successor Agency; [and] [(xiv) An executed copy of the commitment from the Insurer to the deliver the Reserve Policy;] (xv) A copy of the Borrower Administrative Questionnaire provided by the Bank and executed by the Successor Agency; (xvi) A certificate of the Successor Agency, dated the Closing Date, certifying that the conditions set forth in Section 4.01 of the hldenture have been satisfied; and 10 Attachment 5 - 10 (xvii) An opinion of Bond Counsel, dated the Closing Date and addressed to the District and the Bank, substantially to the effect that the Petaluma Community Development Commission Petaluma Community Development Project Tax Allocation Bonds, Series 2003A have been legally defeased. (xviii) An executed copy of the DOF Approval Letter. (xix) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Bank or Bond Counsel may reasonably request. (c) All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the terms hereof if, and only if, they are in form and substance satisfactory to the Bank. (d) If any of the conditions to the obligations of the Bank contained in this Section or elsewhere in this Agreement shall not have been satisfied when and as required herein, all obligations of the Bank hereunder may be terminated, at, or at any time prior to, the Closing Date by written notice to the Successor Agency, except that the respective obligations of the Bank and the Successor Agency set forth in Section 7 shall continue in full force and effect. Section 5. Conditions to the Obligations of the Bank Upon Settlement Date. The obligations of the Bank on the Settlement Date to accept delivery of and pay for the Bonds on the Settlement Date shall be subject, at the option of the Bank, to the accuracy in all material respects of'the representations and warranties on the part of the Successor Agency contained herein as of the date hereof and as of the Settlement Date, to the accuracy in all material respects of the statements of the officers and other officials of the Successor Agency, as well as of the other individuals referred to herein, made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the Successor Agency of its obligations to be performed hereunder at or prior to the Settlement Date and to the following additional conditions: (a) On the Settlement Date, the Bonds and the Successor Agency Legal Documents 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 Bank; and there shall have been taken in connection with the issuance of the Bonds and with the transactions contemplated by the Bonds and the Successor Agency Legal Documents, all such actions as, in the opinion of Bond Counsel shall be necessary and appropriate. (b) Between the date hereof and the Settlement Date, the market price or marketability of the Bonds shall not have been materially adversely affected, in the reasonable judgment of the Bank (evidenced by a written notice to the Successor Agency terminating the obligation of the Bank to accept delivery of and pay for the Bonds on the Settlement Date), by reason of any of the events described in Sections 4(a)(i) through 4(a)(v); or (c) At or prior to the Settlement Date, the Bank shall have received counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Bank: n Attachment 5 - 11 (i) An unqualified opinion of Bond Counsel dated the Settlement Date and addressed to the Successor Agency, in substantially the form attached hereto as Exlubit B, together with a reliance letter from Bond Counsel dated the Settlement Date and addressed to the Bank; (ii) The documents, certificates and opinions described in Sections 4(b)(ii) through 4(b)(xviii), revised such that (1) all such documents, certificates and opinions shall be re -dated the Settlement Date and re-signed; and (2) all references to the Closing Date shall refer to the Settlement Date; (iii) The Reserve Policy, an opinion of counsel to the Insurer addressed to the Successor Agency as to the due authorization, execution, delivery and enforceability of the Reserve Policy; (iv) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Bank or Bond Counsel may reasonably request; and (v) A transcript of all proceedings relating to the authorization, issuance, sale and delivery of the Bonds. (d) All of the opinions, letters, certificates, instruments and other documents mentioned in this Section or elsewhere in this Agreement shall be deemed to be in compliance with the terms hereof if, and only if, they are in form and substance satisfactory to the Bank. (e) If any of the conditions to the obligations of the Bank contained in tlus Section or elsewhere in flus Agreement shall not have been satisfied when and as required herein, all obligations of the Bank hereunder may be terminated, at, or at any time prior to, the Settlement Date by written notice to the Successor Agency, except that the respective obligations of the Bank and the Successor Agency set forth in Section 7 hereof shall continue in full force and effect. (f) In addition, the Bank may terminate this Agreement by notification to the Successor Agency if: (i) at any time subsequent to the Closing Date and on or prior to the Settlement Date, legislation shall have been enacted by the Congress of the United States, or recommended to the Congress for passage by the President of the United States or favorably reported for passage to either House of the Congress of the United States by any committee of such House, or passed by either House of the Congress, or a decision shall have been rendered by a court of the United States, or the United States Tax Court, or an order, ruling, regulation (final, temporary or proposed) shall have been made by the Treasury Department of the United States or the Internal Revenue Service, with respect to the federal taxation of interest received on obligations of the general character of the Bonds, as a result of wluch, Bond Counsel does not expect to be able to issue its Final Opinion (to the effect that interest on the Bonds is not: (1) subject to inclusion in gross income for purposes of federal income taxation; or (2) included as a specific preference item for purposes of federal individual or corporate alternative minimum taxes); 12 Attachment 5 - 12 (ii) for any other reason Bond Counsel cannot issue an opinion substantially in the form attached hereto as Exhibit B as of the Settlement Date that interest on the Bonds is not subject to any then currently imposed federal income tax and is not included as a specific preference item for purposes of federal individual or corporate alternative minimum taxes; (iii) at any time subsequent to the Closing Date and on or prior to the Settlement Date, legislation shall be enacted or actively considered for enactment with an effective date prior to the Settlement Date, or a decision of a court of the United States shall be rendered, the effect of which is, in the opinion of counsel to the Bank, that the Bonds are not exempt from registration or other requirements under the Securities Act of 1933, as amended and then in effect, or that the Indenture is not exempt from qualification or other requirements under the Trust Indenture Act of 1939, as amended and then in effect, or that the offering or sale of the Bonds would be in violation of the Securities Exchange Act of 1934, as amended and then in effect; (iv) at any time subsequent to the Closing Date and on or prior to the Settlement Date, a stop order, ruling, regulation or official statement by the Securities and Exchange Commission or any other governmental agency having jurisdiction in the subject matter shall have been issued or made or any other event occurs the effect of which, in the opinion of counsel to the Bank, is that the offering, issuance or sale of the Bonds is or would be in violation of any provision of the federal securities laws, including without limitation the Securities Act of 1933, as amended and then in effect, the Securities Exchange Act of 1934, as amended and then in effect, or the Trust Indenture Act of 1939, as amended and then in effect; (v) at any time subsequent to the Closing Date and on or prior to the Settlement Date, an event of default shall have occurred, tecluucal or otherwise, under the Indenture, which has not been cured as of the Settlement Date; or (vi) if, at any time on or prior to the Settlement Date, as a result of a Change in Law, the Bank is or would be prohibited from lawfully purchasing the Bonds as provided herein or lawfully selling the Bonds or beneficial ownership interests therein to the public. Section 6. Conditions to the Obligations of the Successor Agency. The Successor Agency has entered into thus Agreement in reliance upon performance by the Bank of its obligations hereunder to accept delivery of and pay for the Bonds on the Settlement Date, and on representations contained in the documents and instruments to be delivered at the Closing Date by parties other than the Successor Agency and its officers. The Successor Agency's obligations under thus Agreement to sell and to deliver the Bonds shall be subject upon performance by the Bank of the obligations to be performed by the Bank hereunder, to there being no litigation of a type described in Section 3(f)) pending or to the knowledge of the Successor Agency, threatened at the time of the Settlement Date, and to each condition described in Section 5(a) being fulfilled. Section 7. Expenses. (a) Whether or not the Bank accepts delivery of and pay for the Bonds as set forth herein, the Bank shall be under no obligation to pay, and the Successor Agency shall pay any expenses incident to the performance of the Successor Agency's obligations hereunder including, but not limited to: (i) the cost of preparation, printing and distribution of the Indenture; (ii) the cost of 13 Attachment 5 - 13 preparation of the Bonds; (iii) the fees and disbursements of Bond Counsel and the fees and expenses of Agency Counsel; and (iv) the fees and disbursements of the Successor Agency's Financial Advisor and any other experts, consultants or advisors retained by the Successor Agency. (b) Whether or not the Bonds are delivered to the Bank as set forth herein, the Successor Agency shall pay: (i) the fees and expenses of Bank's counsel; (ii) fees, if any, payable to the California Debt and Investment Advisory Commission in connection with the issuance of the Bonds; and (iii) all reasonable fees and expenses of the Bank incurred in connection with the issuance of the Bonds. Section 8. Notices. 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 Successor Agency's address set forth above, Attention: Executive Director; and to the Bank under this Agreement by delivering the same in writing to: JPMorgan Chase Bank N.A., 560 Mission Street, San Francisco, CA 94105, Attention: Sebastian Lurie. Section 9. Financial Statements. The Successor Agency hereby covenants and agrees to furnish or cause to be furnished to the Bank, at the Successor Agency's expense, the audited financial statements of the Successor Agency prepared in accordance with generally accepted accounting principles, consistently applied, and which shall fairly present the Successor Agency's financial condition as of the date of such statements, with such additional details as further described in Section 14.10 of the Indenture. Section 10. No Financial Advisory or Fiduciary Relationship. The Successor Agency connection with such transaction, the Bank and its affiliates are acting solely as a principal and not as an advisor including, without limitation, a "Municipal Advisor' as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules"), agent or a fiduciary of the Successor Agency, (iii) the Bank and its affiliates are relying on the Bank exemption in the Municipal Advisor Rules, (iv) the Bank and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the Successor Agency with respect to the transaction contemplated herebv and the discussions, undertakings and procedures leading thereto (whether or not the Bank, or anv affiliate of the Bank, has provided other services or advised, or is currently providing other services or advising the Successor Agency on other matters), (v) the Bank and its affiliates have financial and other interests that differ from those of the Successor Agent, and (vi) the Successor Agency has consulted with its own financial, legal, accounting, tax and other advisors, as applicable, to the extent it deemed appropriate. Section 11. Parties in Interest. This Agreement is made solely for the benefit of the Successor Agency and the Bank (including successors or assignees of either of the Bank) and no other person shall acquire or have any right hereunder or by virtue hereof.Section 12. Survival of Representations and Warranties. The representations and warranties of the Successor Agency set forth in or made pursuant to this Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Settlement Date occurring or termination of this Agreement and regardless of any investigations made by or on 14 Attachment 5 -14 behalf of the Bank (or statements as to the results of such investigations) concerning such representations and statements of the Successor Agency and regardless of delivery of and the payment for the Bonds. Section 13. Sovereign Immunity. The defense of sovereign immunity will not be available to the Successor Agency in any proceeding by the Bank to enforce the obligations of the Successor Agency under this Agreement and is hereby waived expressly by the Successor Agency for itself and its assets, and the consent of the Successor Agency to the initiation of any such proceedings in any court of competent jurisdiction and its waiver of and agreement not to assert the defense of sovereign immunity in any such proceeding shall be valid and binding upon the Successor Agency and enforceable against it. Section 14. Judicial Reference. TO THE EXTENT PERMITTED BY LAW, THE SUCCESSOR AGENCY AND THE BANK HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE RELATED DOCUMENTS OR THE TRANSACTION CONTEMPLATED HERBY OR THEREBY. IF AND TO THE EXTENT THAT THE FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL IS UNENFORCEABLE FOR ANY REASON IN SUCH FORUM, THE SUCCESSOR AGENCY AND THE BANK HEREBY CONSENT TO THE ADJUDICATION OF ANY AND ALL CLAIMS PURSUANT TO JUDICIAL REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638, AND THE JUDICIAL REFEREE SHALL BE EMPOWERED TO HEAR AND DETERMINE ANY AND ALL ISSUES IN SUCH REFERENCE WHETHER FACT OR LAW. THE SUCCESSOR AGENCY AND THE BANK REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND CONSENT AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS AND CONSENTS TO JUDICIAL REFERENCE FOLLOWING THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF ITS CHOICE ON SUCH MATTERS. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO JUDICIAL REFERENCE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 AS PROVIDED HEREIN. Section 15. Governing Law. TI -ds Agreement shall be construed in accordance with and governed by the laws of the State of California. Section 16. Entire Agreement. This Agreement and its integrated attachment(s) constitute the entire agreement of the parties and as such are intended to be the complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Section 17. Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which is an original and all of which constitutes but one and the same instrument. Section 18. Effective Date. This Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Successor Agency and shall be valid and enforceable as of the time of such acceptance. 15 Attachment 5 - 15 Section 19. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to be a part hereof. [SIGNATURES ON THE FOLLOWING PAGE] 16 Attachment 5 - 16 [SIGNATURE PAGE TO THE FORWARD DELIVERY BOND PURCHASE AGREEMENT] Accepted: PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY By: Executive Director Very truly yours, JPMORGAN CHASE BANK, N.A. 53 Authorized Officer 17 Attachment 5 -17 EXHIBIT A PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY MERGED PROJECT AREA TAX ALLOCATION REFUNDING BONDS, SERIES 2015 BOND TERMS Sinking Fund PaymentDates Amount Interest Rate A-1 Attachment 5 - 18 ATTACHMENT 6 26084-05A JH:WHM:JMG u/ _u/ 14 ESCROW DEPOSIT AND TRUST AGREEMENT $23,630,000 (Original Principal Amount) Petaluma Community Development Commission Petaluma Community Development Project Tax Allocation Bonds, Series 2003A THIS ESCROW DEPOSIT AND TRUST AGREEMENT (the "Agreement") is dated as of December 1, 2014 in connection with the issuance of the Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2014 (the "Refunding Bonds") and is entered into by and between the PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY, a public entity duly organized and existing under the laws of the State of California (the "Successor Agency"), as successor to the Petaluma Community Development Commission (the "Former Commission'), and U.S. BANK NATIONAL ASSOCIATION, successor to JPMORGAN CHASE BANK, N.A., as Escrow Agent (the "Escrow Agent"), a national banking association having a corporate trust office in California. WITNESSETH: WHEREAS, the Former Commission was duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law, being Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California; and WHEREAS, the Former Commission issued its $23,630,000 aggregate principal amount of Petaluma Community Development Commission Petaluma Community Development Project Tax Allocation Bonds, Series 2003A (the "Prior Bonds"); and WHEREAS, the Prior Bonds were issued under an Indenture of Trust, dated as of January 1, 1992, between the Former Commission and JPMorgan Chase Bank, N.A., formerly known as J.P.Morgan Trust Company, National Association, as successor to Bank of America National Association Trust and Savings Association, as trustee (the "Prior Trustee"), as supplemented, including as supplemented by a Third Supplemental Indenture, dated as October 1, 2003, by and between the Former Commission and the Prior Trustee (as so supplemented, the "Prior Indenture"); and WHEREAS, Assembly Bill Xl 26, effective June 29, 2011, together with Assembly Bill 1484, effective June 27, 2012 (together, the "Dissolution Act") resulted in the dissolution of the Former Commission as of February 1, 2012, and the vesting in the Successor Agency of all of the authority, rights, powers, duties and obligations of the Former Commission; and WHEREAS, the Successor Agency, by its Resolution No. _ adopted on November 17, 2014 (the "Resolution of Issuance") has authorized the issuance of the Refunding Bonds, and therein determined to use the proceeds of the Refunding Bonds to retire, in advance of their stated maturities, the Prior Bonds, all as described in the Resolution of Issuance; and Attachment 6 - 1 WHEREAS, the Successor Agency wishes to enter into this Agreement to provide for the proceeds of sale of the Refunding Bonds, together with other funds held by the Prior Trustee to be deposited in an irrevocable special escrow fund created and maintained with the Escrow Agent for the purpose of providing for the payment in full of the principal, interest and redemption premium, if any, on the outstanding Prior Bonds; and WHEREAS, the Escrow Agent has full powers to act with respect to said escrow fund and to perform the duties and obligations to be undertaken pursuant to this Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth and for other valuable consideration, the Successor Agency and the Escrow Agent agree as follows: Section 1. Establishment of Escrow Funds; Deposit of Funds. The Successor Agency hereby appoints the Escrow Agent to act as escrow agent for purposes of administering the funds required to redeem and defease the Prior Bonds in accordance with the Prior Indenture. A special fund to be named the "Escrow Fund" is hereby established by the Successor Agency with the Escrow Agent as an irrevocable escrow to be maintained by the Escrow Agent in trust securing the payment of the Prior Bonds in accordance with the Prior Indenture. (a) Bond Proceeds; Funds Related to Prior Bonds. The Escrow Agent shall deposit in the Escrow Fund on the date of issuance of the Refunding Bonds (such date hereinafter referred to as, the "Closing Date"), (A) certain proceeds of the Refunding Bonds in the amount of $ transferred to it by U.S. Bank National Association, as trustee of the Refunding Bonds, and (B) certain other funds related to the Prior Bonds in the amount of $ (all as set forth in Exhibit A hereto) transferred to it by the Prior Trustee. The Prior Trustee is hereby directed by the Successor Agency to transfer such amounts held by it for deposit as provided herein. (b) Insufficiency of Funds. If at any time the Escrow Agent shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required hereunder, the Escrow Agent shall notify the Successor Agency of such fact and the Successor Agency shall promptly cure such deficiency. The Escrow Agent shall not be liable for any such deficiency. Section Z. Investment of Amounts in Escrow Fund. On the Closing Date, the Escrow Agent shall invest $ of the funds held by it in the Escrow Fund in the following United States Treasury Securities, State and Local Government Series, Certificates of Deposit, and shall hold the remaining $ in cash, uninvested. Maturity Interest Purchase Securi Date Rate Price SLGS The Escrow Agent shall have no power to invest the funds held by it in the Escrow Fund except as set forth in this Section 2. Attachment 6 - 2 Section 3. Application of Amounts in Escrow Fund. The Escrow Agent is hereby instructed to withdraw from the Escrow Fund and transfer to the Prior Trustee an amount required to pay the principal of and interest and redemption premium on the Prior Bonds, in accordance with the following table: Payment Principal Total Date Interest Principal Redeemed Payment Section 4. Notice of Refunding; Notice of Defeasance. The Prior Trustee is hereby instructed to mail pursuant to the Prior Indenture, and with respect to the proposed redemption of the Prior Bonds on the Closing Date a notice of redemption to the owners of the Prior Bonds and any insurer of such Prior Bonds substantially in the form attached hereto as Exhibit B. The Escrow Agent is hereby instructed to file on the Closing Date the notice attached hereto as Exhibit C on the Municipal Securities Rulemaking Board's EMMA System. Section 5. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money accruing to the Escrow Agent hereunder, and such books shall be available for inspection at reasonable hours and under reasonable conditions with reasonable prior notice by the owners of the Prior Bonds and the Refunding Bonds. Section 6. Proper Filings. The Successor Agency will, at its expense, execute, acknowledge, deliver or file this Agreement and assignments, transfers, financing statements, continuation statements, and assurances required for the better assuring, conveying, pledging, assigning and confirming unto the Escrow Agent, the moneys hereby pledged, or intended so to be or which the Successor Agency may be or may hereafter become bound to pledge, convey or assign to the Escrow Agent or for carrying out the intention or facilitating the performance of the terms of this Agreement. Section 7. Discharge. The covenants, liens and pledges entered into, created or imposed pursuant to this Agreement shall be fully discharged, and satisfied when all of the Prior Bonds shall have been paid in full, as to principal, premium and interest. Upon such discharge and satisfaction this Agreement shall cease, terminate and become null and void, and thereupon the Escrow Agent shall, upon the written request of the Successor Agency, forthwith execute proper instruments acknowledging satisfaction and discharge of this Agreement. Section S. Termination; Unclaimed Funds. Notwithstanding any other provision of this Agreement any money held by the Prior Trustee for the payment of the principal of, premium and interest on the Prior Bonds and remaining unclaimed for two (2) years after the principal of all of the Prior Bonds shall have been called for redemption and after the date of redemption shall then be repaid to the Successor Agency upon its written request, and the registered owners of the Prior Bonds shall thereafter be entitled to look only to the Successor Agency for the repayment thereof, and liability of the Escrow Agent with respect to such money shall 3 Attachment 6 - 3 thereupon cease. In the event of the repayment of any such money to the Successor Agency as aforesaid, the registered owners of the Prior Bonds secured hereby with respect to wlich such money was deposited shall thereafter be deemed to be unsecured creditors of the Successor Agency, without interest. Notwithstanding the foregoing the Escrow Agent shall, upon the written request of the Successor Agency repay such money to the Successor Agency at any time earlier than two (2) years, if failure to repay such money to the Successor Agency, within such earlier period shall give rise to the operation of any escheat statute under applicable State law. Any unclaimed funds repaid to the Successor Agency with respect to Prior Bonds shall be placed by the Successor Agency in the Revenue Fund and used for credit on debt service on the Refunding Bonds. Section 9. No Implied Duties; No Rights to Others. Nothing in this Agreement expressed or implied is intended or shall be construed to give to any person other than the Successor Agency, the Escrow Agent, the Prior Trustee and the registered owners of the Prior Bonds, any legal or equitable right, remedy or claim under or in respect to this Agreement or any covenants, conditions or provisions therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Successor Agency, the Escrow Agent and the Owners of the Prior Bonds. The Escrow Agent shall perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. Section 10. Immunities and Liabilities of Escrow Agent (A) The Escrow Agent shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. The Escrow Agent is not required to resolve conflicting demands to money or property in its possession under this Agreement. (B) The Escrow Agent may consult with counsel of its own choice (wlich may be counsel to the Successor Agency) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action hereunder in accordance with such opinion of counsel. (C) The Escrow Agent shall not be responsible for any of the recitals or representations contained herein or in the Resolution of Issuance. (D) The Escrow Agent may become the owner of, or acquire any interest in, any of the Prior Bonds with the same rights that it would have if it were not the Escrow Agent, and may engage or be interested in any financial or other transaction with the Successor Agency. (E) The Escrow Agent shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys deposited with it to pay the principal, interest or premiums, if any, on the Prior Bonds and shall not be liable for any insufficiency of such moneys and securities to affect such payment. 4 Attachment 6 - 4 (F) The Escrow Agent shall not be liable for any action or omission of the Successor Agency under this Agreement or the Resolution of Issuance. (G) Whenever in the administration of thus Agreement the Escrow Agent shall deem it necessary or desirable that a matter be proved or established before taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established by a certificate of an authorized official of the Successor Agency, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be full warrant to the Escrow Agent for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof. (H) The Escrow Agent may at any time resign by giving written notice to the Successor Agency of such resignation. 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 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 an 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. (I) The Successor Agency agrees to indemnify the Escrow Agent, its agents and its officers or employees for and to hold the Escrow Agent, its agents, officers or employees harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel, including in-house counsel, for the Escrow Agent) which may be imposed on, incurred by, or asserted against the Escrow Agent at any time by reason of the performance of its duties as Escrow Agent hereunder and under the Resolution of Issuance, in any transaction arising out of this Agreement or the Resolution of Issuance or any of the transactions contemplated herein or in the Resolution of Issuance, unless due to the Escrow Agent's or its officers' or employees' or agents' negligence or willful misconduct. Such indemnity shall survive the termination of this Agreement or resignation or removal of the Escrow Agent. (J) All notices, certificates or other communications hereunder with the Escrow Agent shall be addressed to the Escrow Agent at: 5 Attachment 6 - 5 U.S. Bank National Association One California Street, Suite 1000 San Francisco, CA 94111 Attention: Francine Rockett Reference: Section 11. Waiver of Notice. Whenever in this Agreement the giving of notice by mail or otherwise shall be required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 12. Fees. The Escrow Agent's fees, expenses and reimbursement for costs incurred, for and in carrying out the provisions of this Agreement have been fixed by separate agreement. The Escrow Agent shall also be entitled to additional fees, expenses and reimbursement for costs incurred in connection with the performance of its duties and exercise of its powers hereunder, including but not limited to legal and accounting services, in connection with any litigation which may at any time be instituted involving this Agreement. The fees incurred by the Escrow Agent shall in no event be deducted from the Escrow Fund. Section 13. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provisions has never been contained herein. Section 14. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and such counterparts, or as many of them as the Successor Agency and the Escrow Agent shall preserve undesiroyed, shall together constitute but one and the same instrument. Section 15. Business Days. Whenever any act is required by this Agreement to be done on a specified day or date, and such day or date shall be a day other than a business day, then such act may be done on the next succeeding business day. Section 16. California Law. This Agreement shall be governed exclusively by and interpreted in accordance with, the laws of the State of California. 6 Attachment 6 - 6 IN WITNESS WHEREOF, the Successor Agency and the Escrow Agent have each caused this Agreement to be executed by the duly authorized officers thereof as of the date first above written. PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY in Executive Director U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent am Authorized Officer Attachment 6 - 7 ACKNOWLEDGEMENT OF U.S. BANK NATIONAL ASSOCIATION, AS PRIOR BONDS TRUSTEE JPMorgen Chase Bank, N.A., as Prior Trustee, hereby acknowledges the provisions of this Agreement and, to the extent such provisions are applicable, JPMorgan Chase Bank, N.A., in its capacity as Prior Trustee, agrees to comply therewith. U.S. BANK NATIONAL ASSOCIATION., as Prior Trustee In Authorized Officer Attachment 6 - 8 Total EXHIBIT A FUNDS TRANSFERRED BY PRIOR TRUSTEE TO ESCROW FUND Fund Amount A-1 Attachment 6 - 9 FORM OF NOTICE OF FULL REDEMPTION $23,630,000 (Original Principal Amount) Petaluma Community Development Commission Petaluma Community Development Project Tax Allocation Bonds, Series 2003A Maturity Date Amount Interest Rate *CUSIP No. NOTICE IS HEREBY GIVEN that all of the above described bonds (the "Bonds") have been called for optional redemption on 2015 (the "Redemption Date") pursuant to Section of the Indenture of Trust, dated as of January 1, 1992, between the Petaluma Community Development Successor Agency, as successor to the Petaluma Community Development Commission, and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a Third Supplemental Indenture, dated as October 1, 2003, by and between the Petaluma Community Development Commission and the Trustee, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium (the "Redemption Price"). Interest will not accrue on the Bonds after the redemption date. Payment of the Redemption Price on the Bonds called for redemption will be paid without presentation of the Bonds if presentment is not required and upon presentation of the Bonds if presentment is required. If presentment is required, surrender thereof can be made in the following mariner: If bM ail: If bV Hand or Overnight Mail: Bondholders presenting their bonds for the same day payment must surrender their bond no later than 1:00 P.M. CST on the Redemption Date and a check will be available for pickup after 2:00 P.M. CST. Checks not picked up by 4:30 P.M. will be mailed out to the bondholder via first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. IMPORTANT NOTICE Under the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the "Act'), 28% will be withheld if tax identification number is not properly certified. *The Undersigned shall not be held responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness indicated in the Redemption Notice. It is included solely for the convenience of the Holders. Dated: December. 2014 U.S. BANK NATIONAL ASSOCIATION, B-1-1 Attachment 6 - 10 as Trustee B-1-2 Attachment 6 - 11 EXHIBIT C FORM OF NOTICE OF DEFEASANCE $23,630,000 (Original Principal Amount) Petaluma Community Development Commission Petaluma Community Development Project Tax Allocation Bonds, Series 2003A Maturity Date Amount Interest Rate *CUSIP No. NOTICE IS HEREBY GIVEN, by the Petaluma Community Development Successor Agency (the "Successor Agency") with respect to the above captioned bonds (the "Bonds"), that the Bonds listed above (the "Refunded Bonds") have been defeased and discharged under and within the meaning of the Indenture authorizing the issuance of the Bonds. Funds for the payment of the Refunded Bonds have been deposited with U.S. Bank National Association, as escrow agent ("Escrow Agent"), and the sufficiency of the funds and investments for the purpose of paying the principal of and interest on the Refunded Bonds has been verified by an [Independent Certified Public Accountant] (as defined in the Indenture). As a consequence of the foregoing actions and in accordance with the Indenture, the Refunded Bonds are no longer secured by a pledge of revenues under the Indenture, and the Refunded Bonds are now payable solely from the moneys set aside in escrow as described above and, if necessary, from other legally available funds of the Successor Agency. The Successor Agency has irrevocably elected to redeem all of the outstanding Refunded Bonds on . 2015, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium. The Successor Agency and the Escrow Agent shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Bond. They are included solely for the convenience of the holders. Dated: December . 2014 U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent C-1 Attachment 6 - 12 ATTACHMENT 7 26084-05B 11-1:WHM:IMG ESCROW DEPOSIT AND TRUST AGREEMENT Relating to $18,355,000 (Original Principal Amount) Petaluma Community Development Commission Petaluma Community Development Project Tax Allocation Refunding Bonds, Series 2005A THIS ESCROW DEPOSIT AND TRUST AGREEMENT (the "Agreement") is dated as of February 1, 2015 in connection with the issuance of the Petaluma Community Development Successor Agency Merged Project Area Tax Allocation Refunding Bonds, Series 2015 (the "Refunding Bonds") and is entered into by and between the PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY, a public entity duly organized and existing under the laws of the State of California (the "Successor Agency"), as successor to the Petaluma Community Development Commission (the "Former Commission"), and U.S. BANK NATIONAL ASSOCIATION, successor to JPMORGAN CHASE BANK, N.A., as Escrow Agent (the "Escrow Agent"), a national banking association having a corporate trust office in California. WITNESSETH: WHEREAS, the Former Commission was duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law, being Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California; and WHEREAS, the Former Commission issued its $18,355,000 aggregate principal amount of Petaluma Community Development Commission Petaluma Community Development Project Refunding Tax Allocation Bonds, Series 2005A (the "Prior Bonds"); and WHEREAS, the Prior Bonds were issued under an Indenture of Trust, dated as of January 1, 1992, between the Former Commission and JPMorgan Chase Bank, N.A., formerly known as J.P.Morgan Trust Company, National Association, as successor to Bank of America National Association Trust and Savings Association, as trustee (the "Prior Trustee"), as supplemented, including as supplemented by a Fourth Supplemental Indenture, dated as October 1, 2005, by and between the Former Commission and the Prior Trustee (as so supplemented, the "Prior Indenture"); and WHEREAS, Assembly Bill Xl 26, effective June 29, 2011, together with Assembly Bill 1484, effective June 27, 2012 (together, the "Dissolution Act") resulted in the dissolution of the Former Commission as of February 1, 2012, and the vesting in the Successor Agency of all of the authority, rights, powers, duties and obligations of the Former Commission; and WHEREAS, the Successor Agency, by its Resolution No. _ adopted on November 17, 2014 (the 'Resolution of Issuance") has authorized the issuance of the Refunding Bonds, and Attachment 7 - 1 therein determined to use the proceeds of the Refunding Bonds to retire, in advance of their stated maturities, the Prior Bonds, all as described in the Resolution of Issuance; and WHEREAS, the Successor Agency wishes to enter into this Agreement to provide for the proceeds of sale of the Refunding Bonds, together with other funds held by the Prior Trustee, to be deposited in an irrevocable special escrow fund created and maintained with the Escrow Agent for the purpose of providing for the payment in full of the principal, interest and redemption premium, if any, on the outstanding Prior Bonds; and WHEREAS, the Escrow Agent has full powers to act with respect to said escrow fund and to perform the duties and obligations to be undertaken pursuant to this Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth and for other valuable consideration, the Successor Agency and the Escrow Agent agree as follows: Section 1. Establishment of Escrow Funds; Deposit of Funds. The Successor Agency hereby appoints the Escrow Agent to act as escrow agent for purposes of administering the funds required to redeem and defease the Prior Bonds in accordance with the Prior Indenture. A special fund to be named the "Escrow Fund" is hereby established by the Successor Agency with the Escrow Agent as an irrevocable escrow to be maintained by the Escrow Agent in trust securing the payment of the Prior Bonds in accordance with the Prior Indenture. (a) Bond Proceeds; Funds Related to Prior Bonds. The Escrow Agent shall deposit in the Escrow Fund on the date of issuance of the Refunding Bonds (such date hereinafter referred to as, the "Closing Date"), (A) certain proceeds of the Refunding Bonds in the amount of $ transferred to it by U.S. Bank National Association, as trustee of the Refunding Bonds, and (B) certain other funds related to the Prior Bonds in the amount of $ (all as set forth in Exhibit A hereto) transferred to it by the Prior Trustee. The Prior Trustee is hereby directed by the Successor Agency to transfer such amounts held by it for deposit as provided herein. (b) Insufficiency of Funds. If at any time the Escrow Agent shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required hereunder, the Escrow Agent shall notify the Successor Agency of such fact and the Successor Agency shall promptly cure such deficiency. The Escrow Agent shall not be liable for any such deficiency. Section 2. Investment of Amounts in Escrow Fund. On the Closing Date, the Escrow Agent shall invest $ of the funds held by it in the Escrow Fund in the following United States Treasury Securities, State and Local Government Series, Certificates of Deposit, and shall hold the remaining $ in cash, uninvested. Maturity Interest Purchase Securitv Date Rate Price SLGS 7 Attachment 7 - 2 The Escrow Agent shall have no power to invest the funds held by it in the Escrow Fund except as set forth in this Section 2. Section 3. Application of Amounts in Escrow Fund. The Escrow Agent is hereby instructed to withdraw from the Escrow Fund and transfer to the Prior Trustee an amount required to pay the principal of and interest and redemption premium on the Prior Bonds, in accordance with the following table: Payment Principal Total Date Interest Principal Redeemed Pam Section 4. Notice of Refunding; Notice of Defeasance. The Prior Trustee is hereby instructed to mail, pursuant to the Prior Indenture, with respect to the proposed redemption of the Prior Bonds on May 1, 2015, a notice of redemption to the owners of the Prior Bonds and any insurer of such Prior Bonds substantially in the form attached hereto as Exhibit B. The Escrow Agent is hereby instructed to file on the Closing Date the notice attached hereto as Exhibit C on the Municipal Securities Rulemaking Board's EMMA System. Section 5. Records. The Escrow Agent will keep books of record and account in wlich complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money accruing to the Escrow Agent hereunder, and such books shall be available for inspection at reasonable hours and under reasonable conditions with reasonable prior notice by the owners of the Prior Bonds and the Refunding Bonds. Section 6. Proper Filings. The Successor Agency will, at its expense, execute, acknowledge, deliver or file this Agreement and assignments, transfers, financing statements, continuation statements, and assurances required for the better assuring, conveying, pledging, assigning and confirming unto the Escrow Agent, the moneys hereby pledged, or intended so to be or wlich the Successor Agency may be or may hereafter become bound to pledge, convey or assign to the Escrow Agent or for carrying out the intention or facilitating the performance of the terms of this Agreement. Section 7. Discharge. The covenants, liens and pledges entered into, created or imposed pursuant to tlis Agreement shall be fully discharged, and satisfied when all of the Prior Bonds shall have been paid in full, as to principal, premium and interest. Upon such discharge and satisfaction this Agreement shall cease, terminate and become null and void, and thereupon the Escrow Agent shall, upon the written request of the Successor Agency, forthwith execute proper instruments acknowledging satisfaction and discharge of this Agreement. Section 3. Termination; Unclaimed Funds. Notwithstanding any other provision of tlis Agreement any money held by the Prior Trustee for the payment of the principal of, premium and interest on the Prior Bonds and remaining unclaimed for two (2) years after the principal of all of the Prior Bonds shall have been called for redemption and after the date of redemption Attachment 7 - 3 shall then be repaid to the Successor Agency upon its written request, and the registered owners of the Prior Bonds shall thereafter be entitled to look only to the Successor Agency for the repayment thereof, and liability of the Escrow Agent with respect to such money shall thereupon cease. In the event of the repayment of any such money to the Successor Agency as aforesaid, the registered owners of the Prior Bonds secured hereby with respect to which such money was deposited shall thereafter be deemed to be unsecured creditors of the Successor Agency, without interest. Notwithstanding the foregoing the Escrow Agent shall, upon the written request of the Successor Agency repay such money to the Successor Agency at any time earlier than two (2) years, if failure to repay such money to the Successor Agency, within such earlier period shall give rise to the operation of any escheat statute under applicable State law. Any unclaimed funds repaid to the Successor Agency with respect to Prior Bonds shall be placed by the Successor Agency in the Revenue Fund and used for credit on debt service on the Refunding Bonds. Section 9. No Implied Duties; No Rights to Others. Nod -ring in this Agreement expressed or implied is intended or shall be construed to give to any person other than the Successor Agency, the Escrow Agent, the Prior Trustee and the registered owners of the Prior Bonds, any legal or equitable right, remedy or claim under or in respect to flus Agreement or any covenants, conditions or provisions therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Successor Agency, the Escrow Agent and the Owners of the Prior Bonds. The Escrow Agent shall perform such duties and only such duties as are specifically set forth in flus Agreement, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. Section 10. Immunities and Liabilities of Escrow Agent (A) The Escrow Agent shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. The Escrow Agent is not required to resolve conflicting demands to money or property in its possession under this Agreement. (B) The Escrow Agent may consult with counsel of its own choice (which may be counsel to the Successor Agency) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action hereunder in accordance with such opinion of counsel. (C) The Escrow Agent shall not be responsible for any of the recitals or representations contained herein or in the Resolution of Issuance. (D) The Escrow Agent may become the owner of, or acquire any interest in, any of the Prior Bonds with the same rights that it would have if it were not the Escrow Agent, and may engage or be interested in any financial or other transaction with the Successor Agency. (E) The Escrow Agent shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys deposited with it to pay the principal, 4 Attachment 7 - 4 interest or premiums, if any, on the Prior Bonds and shall not be liable for any insufficiency of such moneys and securities to affect such payment (F) The Escrow Agent shall not be liable for any action or omission of the Successor Agency under this Agreement or the Resolution of Issuance. (G) Whenever in the administration of this Agreement the Escrow Agent shall deem it necessary or desirable that a matter be proved or established before taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established by a certificate of an authorized official of the Successor Agency, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be full warrant to the Escrow Agent for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof. (H) The Escrow Agent may at any time resign by giving written notice to the Successor Agency of such resignation. 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 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 an 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. (1) The Successor Agency agrees to indemnify the Escrow Agent, its agents and its officers or employees for and to hold the Escrow Agent, its agents, officers or employees harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel, including in-house counsel, for the Escrow Agent) which may be imposed on, incurred by, or asserted against the Escrow Agent at any time by reason of the performance of its duties as Escrow Agent hereunder and under the Resolution of Issuance, in any transaction arising out of this Agreement or the Resolution of Issuance or any of the transactions contemplated herein or in the Resolution of Issuance, unless due to the Escrow Agent's or its officers' or employees' or agents' negligence or willful misconduct. Such indemnity shall survive the termination of this Agreement or resignation or removal of the Escrow Agent. (J) All notices, certificates or other communications hereunder with the Escrow Agent shall be addressed to the Escrow Agent at: Attachment 7 - 5 U.S. Bank National Association One California Street, Suite 1000 San Francisco, CA 94111 Attention: Corporate Trust Reference: Section 11. Waiver of Notice. Whenever in this Agreement the giving of notice by mail or otherwise shall be required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 12. Fees. The Escrow Agent's fees, expenses and reimbursement for costs incurred, for and in carrying out the provisions of this Agreement have been fixed by separate agreement. The Escrow Agent shall also be entitled to additional fees, expenses and reimbursement for costs incurred in connection with the performance of its duties and exercise of its powers hereunder, including but not limited to legal and accounting services, in connection with any litigation which may at any time be instituted involving this Agreement The fees incurred by the Escrow Agent shall in no event be deducted from the Escrow Fund. Section 13. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provisions has never been contained herein. Section 14. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and such counterparts, or as many of them as the Successor Agency and the Escrow Agent shall preserve undestroyed, shall together constitute but one and the same instrument. Section 15. Business Days. Whenever any act is required by this Agreement to be done on a specified day or date, and such day or date shall be a day other than a business day, then such act may be done on the next succeeding business day. Section 16. California Law. This Agreement shall be governed exclusively by and interpreted in accordance with, the laws of the State of California. 6 Attachment 7 - 6 IN WITNESS WI-IEREOF, the Successor Agency and the Escrow Agent have each caused this Agreement to be executed by the duly authorized officers thereof as of the date first above written. PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY am Executive Director U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent 0 Authorized Officer Attachment 7 - 7 ACKNOWLEDGEMENT OF U.S. BANK NATIONAL ASSOCIATION, AS PRIOR BONDS TRUSTEE JPMorgan Chase Bank, N.A., as Prior Trustee, hereby acknowledges the provisions of this Agreement and, to the extent such provisions are applicable, JPMorgan Chase Bank, N.A., in its capacity as Prior Trustee, agrees to comply therewith. U.S. BANK NATIONAL ASSOCIATION, as Prior Tntstee in Authorized Officer Attachment 7 - 8 Total EXHIBIT A FUNDS TRANSFERRED BY PRIOR TRUSTEE TO ESCROW FUND Fund Amount A-1 Attachment 7 - 9 EXHIBIT B FORM OF NOTICE OF FULL REDEMPTION $18,355,000 (Original Principal Amount) Petaluma Community Development Commission Petaluma Community Development Project Refunding Tax Allocation Bonds, Series 2005A Maturity Date Amount Interest Rate *CUSIP No. NOTICE IS HEREBY GIVEN that all of the above described bonds (the "Bonds") have been called for optional redemption on May 1, 2015 (the "Redemption Date') pursuant to Section of the Indenture of Trust, dated as of January 1, 1992, between the Petaluma Community Development Successor Agency, as successor to the Petaluma Community Development Commission, and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented, including as supplemented by a Fourth Supplemental Indenture, dated as October 1, 2005, by and between the Petaluma Community Development Commission and the Trustee, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium (the "Redemption Price"). Interest will not accrue on the Bonds after the redemption date. Payment of the Redemption Price on the Bonds called for redemption will be paid without presentation of the Bonds if presentment is not required and upon presentation of the Bonds if presentment is required. If presentment is required, surrender thereof can be made in the following manner: If by Mail: If by Hand or Overnight Mail: Bondholders presenting their bonds for the same day payment must surrender their bond no later than 1:00 P.M. CST on the Redemption Date and a check will be available for pickup after 2:00 P.M. CST. Checks not picked up by 4:30 P.M. will be mailed out to the bondholder via first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond you are not required to endorse the Bond to collect the Redemption Price. IMPORTANT NOTICE Under the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the "Act'), 28% will be withheld if tax identification number is not properly certified. *The Undersigned shall not be held responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness indicated in the Redemption Notice. It is included solely for the convenience of the Holders. Dated: 12015 U.S. Bank National Association, as Trustee B-1 Attachment 7 - 10 EXHIBIT C FORM OF NOTICE OF DEFEASANCE $18,355,000 (Original Principal Amount) Petaluma Community Development Commission Petaluma Community Development Project Refunding Tax Allocation Bonds, Series 2005 Maturi . Date Amount Interest Rate *CUSIP No. NOTICE IS HEREBY GIVEN, by the Petaluma Community Development Successor Agency (the "Successor Agency") with respect to the above captioned bonds (the `Bonds'), that the Bonds listed above (the "Refunded Bonds') have been defeased and discharged under and within the meaning of the Indenture authorizing the issuance of the Bonds. Funds for the payment of the Refunded Bonds have been deposited with U.S. Bank National Association, as escrow agent ("Escrow Agent"), and the sufficiency of the funds and investments for the purpose of paying the principal of and interest on the Refunded Bonds verified by an Independent Certified Public Accountant (as defined in the Indenture). As a consequence of the foregoing actions and in accordance with the Indenture, the Refunded Bonds are no longer secured by a pledge of revenues under the Indenture, and the Refunded Bonds are now payable solely from the moneys set aside in escrow as described above and, if necessary, from other legally available funds of the Successor Agency. The Successor Agency has irrevocably elected to redeem all of the outstanding Refunded Bonds on May 1, 2015, at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date, without premium. The Successor Agency and the Escrow Agent shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Bond. They are included solely for the convenience of the holders. Dated: February 3, 2015 U.S. Bank National Association, as Escrow Agent C-1 Attachment 7 - 11 ATTACHMENT 8 November 20, 2014 Bill Mushallo, Finance Director City of Petaluma 11 English Street Petaluma, CA 94952 Dear Mr. Mushallo: I am pleased to submit this Engagement Letter to serve as Financial Advisor to the Petaluma Community Development Successor Agency. If the Terms and Conditions listed in Exhibit A and the Scope of Services listed in Exhibit B are acceptable, then please sign below and return this Engagement Letter to me. Thank you. Very truly yours, 9t �6 Steven Gortler Signature of Authorized Representative Date Print Name and Title 2014 Attachment 8 - 1 Exhibit A: Terms and Conditions Term of Engagement Steven Gortler is appointed Financial Advisor by Petaluma Community Development Successor Agency (the "Agency') for the period beginning on the signature date of this Engagement Letter and ending on December 31, 2015, unless said date is extended by mutual consent in writing. Termination of Engagement The Agency may, in its sole discretion, terminate this Engagement at anytime, upon providing three days written notice and explanation to Financial Advisor. Staffing Steven Gortler will be responsible for fulfilling the terms of this Engagement. Any change in staffing shall be subject to prior written approval by the Agency. Compensation The Agency shall compensate Financial Advisor for financial advisory services performed in connection with this Engagement, in the amount of $25,000 contingent upon the successful issuance of the refunding bonds. Such amount shall be payable $10,000 from Series 2014A Bond proceeds and $15,000 from Series 2015A Bond proceeds. If the proposed refunding bonds fail to close, then the Agency shall owe no compensation to Financial Advisor. Expenses Financial Advisor shall document in writing all out-of-pocket costs and expenses that are by necessity, incurred in connection with this Engagement. The Agency shall reimburse Financial Advisor for all such amounts; provided however, in its sole and exclusive judgment the Agency may decline to reimburse Financial Advisor for any or all such amounts. Attachment 8 - 2 Exhibit B: Scope of Services Financial Advisor shall provide the Agency with independent, unbiased financial advisory services that are solely in the best interests of the Agency. Financial Advisor shall provide all Financial Advisory Services that are necessary and desirable to assist the Agency with the issuance of one or more series of refunding bonds, for the purpose of refunding at lower interest rates, the Series 2003A Tax Allocation Bonds and Series 2005A Tax Allocation Bonds issued by the former Petaluma Community Development Commission. Financial Advisory Services shall include but not be limited to analytical services, bond structuring services, the preparation and dissemination of credit -related materials, assisting legal counsel with the preparation of all financing documents, coordinating the financing team, facilitating the subordination of eligible pass-through obligations, obtaining a reserve fund surety, assisting the rating agency with its review of the outstanding rating on the former Petaluma Community Development Commission bonds, facilitating State Department of Finance approval, and any other services that may be necessary or desirable to ensure the successful issuance of the aforementioned refunding bonds. Attachment 8 - 3 ATTACHMENT PROFESSIONAL SERVICES AGREEMENT WITH SOUTHWEST SECURITIES, INC. FOR PLACEMENT AGENT SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement")'is made and entered into as of this _day of , 2014 by and between the Successor Agency to the Petaluma Community Development Commission ("Agency"), and SOUTHWEST SECURITIES, INC. ("Consultant"), whose address is 2533 South Coast Hwy 101, Suite 250, Cardiff by the Sea, CA 92007 and is made with reference to the following: RECITALS A. The Agency is duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California. Agency is planning on issuing tax allocation refunding bonds as a direct placement by a qualified bank. B. The Agency desires to engage Consultant to provide Placement Agent services to the Agency (the "Project") for the private placement of the 2014 and 2015 proposed tax allocation refunding bonds (the "Bonds"). C. We understand that you are being represented by Steven Gortler as your independent registered municipal advisor. Southwest is not a municipal advisor and is not subject to the fiduciary duty established in Section 1513(c)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). D. Consultant seeks to serve as a placement agent on this transaction and not as a financial advisor or municipal advisor, and does not owe a fiduciary duty pursuant to Section 15B of the Exchange Act. The information provided is in anticipation of being engaged to serve as a placement agent. The primary role of a placement agent is to place securities with a private investor(s) in an arm's-length commercial transaction with the issuer. Consultant is acting for its own interests and therefore has financial and other interests that differ from those of the Agency. Please be advised that you should discuss any information and material contained in this communication with any and all internal or external advisors and experts that you deem appropriate before acting on this information or material. E. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. F. The principal member of Consultant for purposes of Project shall be Mike Cavanaugh. G. The Agency has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. Attachment 9 - 1 H. The Agency acknowledges and agrees that: (i) the placement of the Bonds (as defined below) pursuant to this Agreement is an arm's-length commercial transaction between the Agency and the Placement Agent ; (ii) in connection with such transaction, the Placement Agent is not acting as an agent or a fiduciary of the Agency; (iii) the Placement Agent has not assumed a fiduciary responsibility in favor of the Agency with respect to: (x) the offering of the Bonds or the process leading thereto (whether or not the Placement Agent, or any affiliate of the Placement Agent, has advised or is currently advising the Agency on other matters); or (y) any other obligation to the Agency except the obligations expressly set forth in this Agreement; and (iv) the Agency has consulted with its own legal and financial consultants on such matters. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: "A3Pl The term of this Agreement shall commence on the above written date, and shall terminate on December 1, 2014 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED The Agency and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Work" or "Services'). The Agency may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the Services in a diligent and timely manner may result in termination of this Agreement by the Agency. 3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.2 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator (as defined in Section 6 below) not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The District General Manager (the "Project Administrator') shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.3 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand -delivery, e-mail or U.S. mail. SOUTHWEST SECURITIES, INC. AttaoFpabb-2 4. COMPENSATION TO CONSULTANT 4.1 The Agency shall pay Consultant for the Services on a not -to -exceed lump sum fee basis in accordance with the provisions of this Section and the Compensation provision in the attached Exhibit A. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees (other than fees being paid to the California Debt and Investment Advisory Commission), shall not exceed $15,000 per series of Bond without prior written authorization from Agency. The Agency is expecting to issue two series of Bonds. No billing rate changes shall be made during the term of this Agreement without the prior written approval of Agency. 4.2 All fees and costs of Consultant are contingent upon the successful placement and delivery of the Bonds. In the event that Bonds are not placed and delivered, all fees and costs will be waived. The Agency, at its option, may choose not to place any series of Bonds if in its opinion the benefits provided are insufficient to warrant such placement or for any other reasonable justification as determined by the Agency. 4.3 Prior to closing on the issuance and sale of the Bonds, Consultant shall submit a final invoice to Agency describing the Work performed on the Project. Consultant's invoice shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, and a description of any reimbursable expenditures. Agency shall pay Consultant from the proceeds of the issuance and sale of the Bonds. 4.4 Agency shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by Agency. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: 4.4.1 The actual costs of subconsultants for performance of any of the Services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by Agency and awarded in accordance with this Agreement. 4.4.2 Approved reproduction charges. 4.4.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. This Agreement will be administered by the Agency, and shall have the authority to act for Agency under this Agreement. The administrator or his authorized representative shall represent the Agency in all matters pertaining to the Services to be rendered pursuant to this Agreement. SOUTHWEST SECURITIES, INC. Attacp,"&-3 6. AGENCY'S RESPONSIBILITIES 6.1 In order to assist Consultant in the execution of its responsibilities under this Agreement, the Agency agrees to, where applicable: 6.1.1 Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at the Agency. The Agency will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 7. STANDARD OF CARE 7.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards. All Services shall be performed by qualified and experienced personnel who are not employed by the Agency, nor have any contractual relationship with the Agency. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 7.2 Consultant represents and warrants to the Agency that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. 7.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of the Agency to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by the Agency, contractors, or governmental agencies. 8. HOLD HARMLESS 8.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless the Agency, its boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). SOUTHWEST SECURITIES, INC. AnacPff6b"4 8.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 9. INDEPENDENT CONTRACTOR It is understood that the Agency retains Consultant on an independent contractor basis and Consultant is not an agent or employee of the Agency. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of the Agency. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give the Agency the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of the Agency with respect to the results of the Services. 10. COOPERATION Consultant agrees to work closely and cooperate fully with Agency's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. The Agency agrees to cooperate with the Consultant on the Project. 11. AGENCY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with Agency's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with the Agency's goals and policies. 12. PROGRESS Consultant is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 13. INSURANCE 13.1 Without limiting Consultant's indemnification of the Agency, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to the Agency. SOUTHWEST SECURITIES, INC. Attacpen6g-6 13.2 Proof of Insurance. Consultant shall provide certificates of insurance to the Agency as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by the Agency prior to commencement of performance. Current certification of insurance shall be kept on file with the Agency at all times during the term of this Agreement. The Agency reserves the right to require complete, certified copies of all required insurance policies, at any time. 13.2.1 Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in Consultant's bid. 13.3 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the. 13.4 Coverage Requirements. 13.4.1 Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. 13.4.1.1 Any notice of cancellation or non -renewal of all Workers' Compensation policies must be received by the Agency at least thirty (30) calendar days (ten (10) calendar days written notice of non-payment of premium) prior to such change. 13.4.1.2 Consultant shall submit to the Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the Agency, its officers, agents, employees and volunteers. 13.5 General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 13.6 Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. SOUTHWEST SECURITIES, INC. AttacFp"&-6 13.7 Professional Liability (Errors & Omissions) Coverage. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) limit per claim and in the aggregate. 13.8 Other Insurance Provisions or Requirements. 13.8.1 The policies are to contain, or be endorsed to contain, the following provisions 13.8.1.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the Agency, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the Agency, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 13.8.1.2 Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the Agency to inform Consultant of non-compliance with any requirement imposes no additional obligations on the Agency nor does it waive any rights hereunder. 13.8.1.3 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 13.8.1.4 Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to the Agency with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 13.9 Timely Notice of Claims. Consultant shall give the Agency prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. 13.10 Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of the Agency. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the SOUTHWEST SECURITIES, INC. AtlacIP08-7 issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power, or twenty- five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 15. SUBCONTRACTING The parties recognize that a substantial inducement to the Agency for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of the Agency. Consultant shall not subcontract any portion of the Work to be performed under this Agreement without the prior written authorization of the Agency. 16. OWNERSHIP OF DOCUMENTS 16.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of the Agency, and the Agency shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to the Agency upon prior written request. 16.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by the Agency or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at the Agency's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by the Agency or persons other than Consultant is waived against Consultant and the Agency assumes full responsibility for such changes unless he Agency has given Consultant prior notice and has received from Consultant written consent for such changes. 17. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless the Agency authorizes in writing the release of information. 18. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify the Agency, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. SOUTHWEST SECURITIES, INC. Attacpffp-e 19. RECORDS Consultant shall keep records and invoices in connection with the Work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to the Agency, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the Agency to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. As required by California Government Code section 8546.7, the parties acknowledge that this Agreement, and performance and payments under it, are subject to examination and audit by the California State Auditor for three years following final payment to Consultant. 20. WITHHOLDINGS The Agency may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the Executive Director or his/her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that the Agency earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 21. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to the Agency greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit the Agency's rights under the law or any other sections of this Agreement. 22. AGENCY'S RIGHT TO EMPLOY OTHER CONSULTANTS The Agency reserves the right to employ other Consultants in connection with the Project. 23. CONFLICTS OF INTEREST 23.1 The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. SOUTHWEST SECURITIES, INC. AttacV"g-0 23.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by the Agency. Consultant shall indemnify and hold harmless the Agency for any and all claims for damages resulting from Consultant's violation of this Section. 24. NOTICES 24.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to the Agency shall be addressed to the Agency at: Attention: 24.2 All notices, demands, requests or approvals from the Agency to Consultant shall be addressed to Consultant at: Attention: Mike Cavanaugh SOUTHWEST SECURITIES, INC. Southwest Securities 2533 South Coast Hwy 101, Suite 250 Cardiff by the Sea, CA 92007 Phone: (760) 632-6824 The Consultant and the Agency expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Consultant shall be required to file any claim the Consultant may have against the Agency in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26. TERMINATION 26.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. SOUTHWEST SECURITIES, INC. AttacpNptg 11® 26.2 Notwithstanding the above provisions, the Agency shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, the Agency shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to the Agency all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. STANDARD PROVISIONS 27.7 Compliance With all Laws. Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable Agency, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and the Agency. 27.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 27.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 27.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 27.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 27.6 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and the Agency and approved as to form by the Agency Attorney. 27.7 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 27.8 Controlling Law And Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to SOUTHWEST SECURITIES, INC. Attacpgyd ll this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Sacramento. 27.9 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 27.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 27.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES NEXT PAGE] SOUTHWEST SECURITIES, INC. Attacpgud 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. Successor Agency to the Petaluma Community Development Commission By: CONSULTANT: SOUTHWEST SECURITIES, INC., ,! / )L (t L`-72,-, By: Mike Cavanaugh Senior Vice President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services and Fees SOUTHWEST SECURITIES, INC. Attacpgdda-11 EXHIBIT A Services. The Placement Agent shall provide to the Agency advice with respect to the structure, timing, terms and other similar matters concerning the Bonds. In its capacity as Placement Agent to the Agency, the Placement Agent shall perform the following services in connection with the issuance of the Bonds: (a) The Placement Agent will conduct discussions with the Agency's legal and other consultants in the preparation by the Placement Agent of analyses and/or reports for the proposed Bonds; (b) The Placement Agent will consult with Bond Counsel, in developing the necessary financing documents under which the Bonds will be placed and delivered; (c) The Placement Agent will prepare a formal Direct Placement Bid Request Form and distribute it to potential investors. This document will contain the credit information necessary for investment evaluation purposes for investors looking to respond to the bid request. (d) The Placement Agent will advise the Agency on the results of the bids received from banks and investors for purchase of the Bonds. The Placement Agent will certify the yields assigned to the Bonds are at or below the market yields for similar types of bonds with similar credit characteristics and that a competitive bidding process has been implemented. Compensation. In connection with the provision of the services outlined herein, the Placement Agent fees shall be paid solely from Bond proceeds. The Placement Agent shall be compensated for the services it renders for each series of bonds as set forth herein. The Agency will be responsible for all fees associated with Closing, including DTC, CUSIP, CDIAC and IPREO, if any. Not to Exceed Fee Schedule (excluding fees required to be paid to the California Debt and Investment Advisory Commission in connection with the Bonds transaction): Fees for Placement Agent Services per series of bond: $15,000. All costs of Southwest Securities, the Placement Agent are contingent upon the successful placement and delivery of the Bonds. In the event that Bonds are not placed and delivered, these costs will be waived. The Agency, at its option, may choose not to place any series of Bonds if in its opinion the benefits provided are insufficient to warrant such placement or bond offering or for other reasonable justification as determined by Agency. SOUTHWEST SECURITIES, INC. Attac'nddT4 1, U Gl Vl m O O N W 0) H U c C O O d O rH w O O N U O J O O O O N v C) r/1 N N h � N Ll ryo c -I L LO U r� c O O m O O N O O m U O 1:j O O O m N w I!1 O N o yo E m c >, L -o 14 O m +Q L m m a a N O O W O O mm U O O O O N N O & O Lr Ln Lr O E 4ce &T O v d U m C O O m O O N O O m U O Y O O O o N 06 + 4 C m m N O r, C N To N O Ll Q f0 CLa Y m v m O Y v1 !0 0 =• 0. C w L CL c Oq •L to c Y y 7 L Y 0 c O O u. Q R d L 1, i-1 d C .4 ... m m N N N N N N N N N N m m m m m m m m m T m O 2 .i m v1 0 m Q m o O Q m m N m . 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N O O O � a-1 .-1 H N H H N H N N N .--I N .--I N O O O m Gl > m M tt1 M Kl M1'1 Kt Kl M1'1 (�'1 Hl Kl M M M 01 01 01 N 01 01 Ql Ol Ql Ql Ql Ol Ql Ol Ol N N N "Ci 1p 1p I D l0 kl l0 LD LD l0 tD LD ll lO LD l0 l0 Lll ul ul H H H H H H H H H H H H H H H H H H C C ~ u1 lO I� 00 01 0 N N M V LA l0 I� W Q1 ON M M m M M M 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 eN-I W Z N N N N N N N N N N N N N N N N N N N V H O m H H m N H m m m H r, 1p lrl O m w m t!t �p to N m O n H O M O N w H V V1 N H d' O V u1 O G lR V ct O cf Ul N H m m r N m O r - H n m m Ul r O m m N w N m w to N O ti lD O zt N O m N i H n n n W W W m l0 1� r r W o0 W m W 00 O O 0 O O 0 O O O O O N N N N m r n r r v ui vi vi vi vi vi tri ui v; Le iri io L6 Le a v v ca d rs m m m m m m m m m m m m m m m m m m m > o m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m C m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m m 0= U rri V rl rn rri rl ri rri rn rri ri ri ri rri rri rri rri ri rr H O N N N N N N No] N No] NOl No] N N N N N N N Cl Ol N Cl o] N n D]00O]D]00O]00D]O]ocWD]O0O]O]ClOOlO] m W 00 W W 00 W 00 N D] D] 00 D] 00 tb o] tb W tb W m m a a v a a v v a a a a a a v a v a a a v Zzr v v v v v v It a v v v eD N V V ct d' V C' V m ltl w w w m n m m O O 0 m 1p to �q �q 1p�q m m m m m v o o .-i H o U N N N N N N N N N N m m m m m m m m m m V m m m m It m to m v m 'Ir m n v w O O m m o m m y tr n m In m In v m H l0 ul Cl H H ll1 M m N i W U'1 N & rr h rr N r m rr M a' m zf Lr) r m D y m ct et v cY m m m N ti m cr cr m m N N H .� ui vi ui vi ui ui ui ui ui ui v a a v v v v v v x In m in In In �n in rn m In m rn m m i.n m m m m N N N N N N N N N N N N N N N N N N N N 'Q 7 C r W r W n W r W n o] r W r W r lb n W n W r D] n W n W n W n of H .-1 H a-1 H N H rl lf1 ll1 L17 lf1 v v m m m m m m m m m m m m m m m m m M m m m m m m m M m m m m c e H H H H H H H H H H H H H H H H H H H U, 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 �� W m t0 l� tD l0 t0 l0 t0 l0 l� lO l� lD lO lO l0 lD lD lD 1p H H H H H H H H H H H H H H H H H H H o N m m m m m m m m m m- m m m m .=� .-=i - N N N N N N N N N N N N N N N N N N LL Q H H H H H H H H H H H H H H H r\ r\ r\ r\ M M v M m m m M m m m M M M m N N N N m co o� w co m m m m w co m co ro m w m m m m Y d lD O 1p lD LO O lD lc lz lc lz lz lrl vl w v a v a� v a lz alz alD C C 0 0 E � W In In m m m m In m In m m m m m m m m m m C lri Lr lri Lr Lr Lr Lr lri Lr Lr Lr lri Lr Lr Lr rri rri r; rri G H H H H H H H H H H H H H H H H H H H H In to n oo m o H N m a In In n aom N N o M H m N M m m O O O O O O O O O O O O O O O O O O O v o_ c d E L U N Q 0 CITY OF PETALUMA REDEVELOPMENT (MERGED PROJECTS) PROP 13 -1% TAX INCREMENT - NET OF ERAF 2014/15 PET COMM DEV PET COMM DEV TOTAL H&S 33401 H&S 33676 AB1290 PASS THRU PASS THRU PASS THRU TAX CODE FUND NAME PAYMENT PAYMENT POST-ERAF 01200 GENERAL 3,153,634.48 337,153.00 79,605.02 SUB -TOTAL COUNTY GENERAL 3,153,634.48 337,153.00 79,605.02 01300 COUNTY LIBRARY 240,304.97 8,412.23 05500 RANCHO ADOBE FIRE 0.00 06000 GENERAL #1 SOCO WATER AGENCY 3,076.68 06100 SPRING LAKE PARK SCWA 992.64 06300 ZONE 2A PETALUMA BASIN 7,115.93 10000 MARIN-SONOMA MOSQUITO ABATEMENT 1,093.19 11500 BAY AREA AIR QUALITY MGMT DIST 839.36 13200 SONOMA RCD 88.42 17200 CSA #40 FIRE SERVICES 0.00 17300 CSA#41 MULTI -SVC -LIGHTING SUB -TOTAL SPECIAL DISTRICTS 240,304.97 0.00 21,618.45 27000 CINNABAR 14,471.00 0.00 34400 SCHOOL SERVICE ADMINISTRATION 8,703.54 34700 PETALUMA HI, ELEM-UNIF FAILURE 134,494.00 50,101.27 35200 SCHOOLS EQUALIZATION AID 1,415.92 01700 ERAF 0.00 SUB -TOTAL SCHOOL DISTRICTS 0.00 578,861.00 293,895.46 43500 CITY OF PETALUMA 0.00 0.00 50,604.84 PROP 13 (1%) TOTAL 3,393,939.45 916,014.00 445,723.77 F. 40 , : coq\ 7IFy7:lIzLiY197t1u1 0.00 0.00 3,158.38 DEBT SERVICE TOTAL 0.00 0.00 3,158.38 GRAND TOTAL 3,393,939.45 916,014.00 448,882.15 VARIOUS PETALUMA RPTTF (3,393,939.45) (916,014.00) (448,882.15) FUND -DEPARTMENT ID: 85505-89050100 NET TOTAL 0.00 0.00 0.00 Attachment 10 - 15 I rli 0 o - q 44 t U L a h cc u O a a ° O U ►i o 4i 4.1 LJ U 4 Q Z3 Ln Ln 0 0 0 0 o O o C 0 0 0 0 0 0 0 0 0 0 0 a 0 N m .y 0 N N H O N M N 0 N O 0 N O N m ti 0 ti m N 0 m N 0 m N rar ,1 E C > > _ m O cc E O c O m o 0 u E o c c w O v t m zo m> Ln m n m = cu AO v o u a t' O o o m to Vf m ++ LM r ice.+ N 61 Y m v O o o m 0) N Ln Ln ct N n N O O O O N al an Ln Ln LD Il N 00 a -I It c > L Y O c 0 O U U U 0 E a; 0 c ° 0 N o O O O O O a an rl m m Ln O O 0 0 O o o O t, m a w ct O Iz ct N W O O O O O O O O Ol Ln tD O m 4 d Ln N 00 Y � � O D 0 0 v o E m t � � o 0 m W 0 K N Ln Lo CP CP l0 N I� iilLn f W [P a-1 O LD v r- m L i ct v a m 4 0 0 0 0 0 O o 0 0 0 O O 0 0 0 0, 0 0 0 0 o rci o i m c -i O o o m 0) N Ln Ln ct N n N O O O O N al an Ln Ln LD Il N 00 a -I It c > L Y O c 0 O U U U 0 E a; 0 c ° 0 N o O O O O O a an rl m m Ln O O 0 0 O o o O t, m a w ct O Iz ct N W O O O O O O O O Ol Ln tD O m 4 d Ln N 00 Y � � O D 0 0 v o E m t � � o 0 m W 0 K N Ln Lo Ln N O N N uU am CD LD 1� W r� O Ol Q1 O c -I ci N YY tDD C co O d v N N lD N In a m m N a m rJ O ei 0 � m aj Q ai O co N N N W a lD W N Il N I -I co I, n O m r� C N .-r lD ci N Q1 N N i -i 00 a ZT M N w n N M N N Q1 CD LD 1� W r� O Ol Q1 O c -I ci N N O C E E r V N YY O o v m m C ami Q u " 0 m v QQ C: O 0 m -o -0.0 a M i a u a L Ep N E Y nm. 0 O a� u 0 � m aj Q ai O a a u u e4 N M N O C E E r V N am: -_-I 0 0 o a a v m 0 0 N mW LO L N O W W t.f) � � N N N e•i N .-I r4 a4 4 ci a4 i ci L4 N O O d' LO O W a �-i a m r14 LO Q1 � O m N O W d' O c -I Ln N -t Ln m m 1- m M O c* Ln V LO L -i LO Ol Ln I,. m o rn Lo Lo N 01 Ln Lb o Lo Ln Lj r, r, Ln v of .-i <F m m m N N N N N N L L L Y Y Y C C C fD fa DO U U pp m U m 'a to pq 'O u Ua 'u al al a7 CC LB aJ Ca") Q 'o_ v E n u v 0= L LLn O U Ln U U J u J J C O C U O O w E H J J U = J U C _ m v m '3E 3 c m v v al O L YL L ai CG a p O m v m a v m Q' U o_: L U O_ U O a m — C C Z .�., O v 7 L v Ln ai 3 v ^ a Cu m Lo �° 'o p o L l7 � c�-i 9 cr Z O_ U U `4 N M 4 Ln 6 I-: W 01 O a -i 0 0 14 N m O N O LT N N O N N Ln n Ln r� in N N 01 H LT i W > M clia CL n F- N to r a Ln m aJ J N O O N N m m F F- Q Successor Agency to the Petaluma CDC Tax Allocation Refunding Bonds, Series 2014A Pro Forma Debt Service Schedule Payment Date Principal Payment Interest Rate Interest Payment Total Payment Bond Balance 5/1/2015 730,000 4.00% 257,461.11 987,461.11 18,420,000 11/1/2015 40,000 4.00% 368,400.00 408,400.00 18,380,000 5/1/2016 225,000 4.00% 367,600.00 592,600.00 18,155,000 11/1/2016 230,000 4.00% 363,100.00 593,100.00 17,925,000 5/1/2017 235,000 4.00% 358,500.00 593,500.00 17,690,000 11/1/2017 240,000 4.00% 353,800.00 593,800.00 17,450,000 5/1/2018 245,000 4.00% 349,000.00 594,000.00 17,205,000 11/1/2018 250,000 4.00% 344,100.00 594,100.00 16,955,000 5/1/2019 255,000 4.00% 339,100.00 594,100.00 16,700,000 11/1/2019 255,000 4.00% 334,000.00 589,000.00 16,445,000 5/1/2020 260,000 4.00% 328,900.00 588,900.00 16,185,000 11/1/2020 270,000 4.00% 323,700.00 593,700.00 15,915,000 5/1/2021 275,000 4.00% 318,300.00 593,300.00 15,640,000 11/1/2021 280,000 4.00% 312,800.00 592,800.00 15,360,000 5/1/2022 285,000 4.00% 307,200.00 592,200.00 15,075,000 11/1/2022 290,000 4.00% 301,500.00 591,500.00 14,785,000 5/1/2023 300,000 4.00% 295,700.00 595,700.00 14,485,000 11/1/2023 300,000 4.00% 289,700.00 589,700.00 14,185,000 5/1/2024 305,000 4.00% 283,700.00 588,700.00 13,880,000 11/1/2024 305,000 4.00% 277,600.00 582,600.00 13,575,000 5/1/2025 320,000 4.00% 271,500.00 591,500.00 13,255,000 11/1/2025 320,000 4.00% 265,100.00 585,100.00 12,935,000 5/1/2026 330,000 4.00% 258,700.00 588,700.00 12,605,000 11/1/2026 335,000 4.00% 252,100.00 587,100.00 12,270,000 5/1/2027 340,000 4.00% 245,400.00 585,400.00 11,930,000 11/1/2027 345,000 4.00% 238,600.00 583,600.00 11,585,000 5/1/2028 350,000 4.00% 231,700.00 581,700.00 11,235,000 11/1/2028 355,000 4.00% 224,700.00 579,700.00 10,880,000 5/1/2029 695,000 4.00% 217,600.00 912,600.00 10,185,000 11/1/2029 695,000 4.00% 203,700.00 898,700.00 9,490,000 5/1/2030 1,095,000 4.00% 189,800.00 1,284,800.00 8,395,000 11/1/2030 1,100,000 4.00% 167,900.00 1,267,900.00 7,295,000 5/1/2031 1,165,000 4.00% 145,900.00 1,310,900.00 6,130,000 11/1/2031 1,165,000 4.00% 122,600.00 1,287,600.00 4,965,000 5/1/2032 1,210,000 4.00% 99,300.00 1,309,300.00 3,755,000 11/1/2032 1,210,000 4.00% 75,100.00 1,285,100.00 2,545,000 5/1/2033 2,545,000 4.00% 50,900.00 2,595,900.00 0 19,150,000 9,734,761.11 28,884,761.11 M N 0 c E E r A G Successor Agency to the Petaluma CDC Tax Allocation Refunding Bonds, Series 2015A Pro Forma Debt Service Schedule Payment Date Principal Payment Interest Rate Interest Payment Total Payment Bond Balance 5/1/2015 15,980,000 11/1/2015 416,367.78 416,367.78 15,980,000 5/1/2016 470,000 3.50% 279,650.00 749,650.00 15,510,000 11/1/2016 475,000 3.50% 271,425.00 746,425.00 15,035,000 5/1/2017 485,000 3.50% 263,112.50 748,112.50 14,550,000 11/1/2017 495,000 3.50% 254,625.00 749,625.00 14,055,000 5/1/2018 500,000 3.50% 245,962.50 745,962.50 13,555,000 11/1/2018 510,000 3.50% 237,212.50 747,212.50 13,045,000 5/1/2019 520,000 3.50% 228,287.50 748,287.50 12,525,000 11/1/2019 530,000 3.50% 219,187.50 749,187.50 11,995,000 5/1/2020 540,000 3.50% 209,912.50 749,912.50 11,455,000 11/1/2020 545,000 3.50% 200,462.50 745,462.50 10,910,000 5/1/2021 555,000 3.50% 190,925.00 745,925.00 10,355,000 11/1/2021 565,000 3.50% 181,212.50 746,212.50 9,790,000 5/1/2022 575,000 3.50% 171,325.00 746,325.00 9,215,000 11/1/2022 585,000 3.50% 161,262.50 746,262.50 8,630,000 5/1/2023 595,000 3.50% 151,025.00 746,025.00 8,035,000 11/1/2023 605,000 3.50% 140,612.50 745,612.50 7,430,000 5/1/2024 620,000 3.50% 130,025.00 750,025.00 6,810,000 11/1/2024 630,000 3.50% 119,175.00 749,175.00 6,180,000 5/1/2025 640,000 3.50% 108,150.00 748,150.00 5,540,000 11/1/2025 650,000 3.50% 96,950.00 746,950.00 4,890,000 5/1/2026 660,000 3.50% 85,575.00 745,575.00 4,230,000 11/1/2026 675,000 3.50% 74,025.00 749,025.00 3,555,000 5/1/2027 685,000 3.50% 62,212.50 747,212.50 2,870,000 11/1/2027 700,000 3.50% 50,225.00 750,225.00 2,170,000 5/1/2028 710,000 3.50% 37,975.00 747,975.00 1,460,000 11/1/2028 725,000 3.50% 25,550.00 750,550.00 735,000 5/1/2029 735,000 3.50% 12,862.50 747,862.50 0 11/1/2029 5/1/2030 15,980,000 4,625,292.78 20,605,292.78 Q m IIII n o m .� DEPARTMENT R,/�p'O F �LrpC0.N1P F i' y A V C E May 29, 2013 EDMUND G. BROWN LIR. GOVERNOR 915 L STREETS SACRAMENTO CAM 95814-3706 Ms. Ingrid Alverde, Redevelopment Manager City of Petaluma 27 Howard Street Petaluma, CA 94952 Dear Ms. Alverde: Subject: Request for a Finding of Completion The California Department of Finance (Finance) has completed the Finding of Completion for the City of Petaluma Successor Agency. Finance has completed its review of your documentation, which may have included reviewing supporting documentation submitted to substantiate payment or obtaining confirmation from the county' auditor -controller. Pursuant to Health and Safety Code (HSC) section 34179.7, we are pleased to inform you that Finance has verified that the Agency has made full payment of the amounts determined under HSC section 34179.6, subdivisions (d) or (e) and HSC section 34183.5. This letter serves as notification that a Finding of Completion has been granted. The Agency may now do the following: • Place loan agreements between the former redevelopment agency and sponsoring entity on the ROPS, as an enforceable obligation, provided the oversight board makes a finding that the loan was for legitimate redevelopment purposes per HSC section 34191.4 (b) (1). Loan repayments will be governed by criteria in HSC section 34191.4 (a) (2). ® Utilize proceeds derived from bonds issued prior to January 1, 2011 in a manner consistent with the original bond covenants per HSC section 34191.4 (c). Additionally, the Agency is required to submit a Long -Range Property Management Plan to Finance for review and approval, per HSC section 34191.5 (b); within six months from the date of this letter. Please direct inquiries to Andrea Schar(fer, Staff Finance Budget Analyst, or Chris Hill, Principal Program Budget Analyst, at (916) 445-1546. Sincerely, STEVE SZALAY Local Government Consultant cc: Mr. John C. Brown, City Manager, City of Petaluma Ms. Sue Castellucci, Housing Coordinator, City of Petaluma Mr. Randy Osborn, Property Tax Manager, Sonoma County California State Controller's Office Attachment 10 - 25 Petaluma Community Development Successor Agency Letter of Engagement Page 1 November 19, 2014 Bill Mushallo, Finance Director City of Petaluma 11 English Street Petaluma, CA 94952 ATTACHMENT 11 RE: Petaluma Commnnihj Development Successor Agency -Proposed Issuance of Tax A llnrntinn Ra6nadino Rnndc — grmia of Saniirnc fn by nrnviidvd nc Rmad rnutacal Dear Bill: The Petaluma Community Development Successor Agency (the "Successor Agency") proposes to issue its Tax Allocation Refunding Bonds, Series 2014 and Series 2015 (together, the "Bonds") to refund certain outstanding bonds of the dissolved Petaluma Community Development Commission (the "Former Commission') issued in 2003 and 2005, respectively (the "Prior Bonds"). This letter will serve to confirm our arrangement with the Successor Agency with respect to the scope of services to be provided to the Successor Agency as bond counsel, as well as compensation for our services. Bond Counsel Services. Our engagement as bond counsel will require us to provide to the Successor Agency all services customarily provided by bond counsel, including the following: (a) Confer and consult with the Successor Agency staff and the other members of the financing team as to any legal matters relating to the proceedings for the issuance, sale and delivery of the Bonds. (b) Attend such meetings of the Successor Agency and any staff or administrative meetings at which any financing proceedings are to be discussed deemed necessary for the proper planning of the proceedings, as requested by the Successor Agency. (c) Prepare all resolutions, indentures, supplemental indentures, agreements, notices and other legal documents necessary for the proper conduct of the Bond proceedings. (d) Prepare and provide all closing documents required to accompany the delivery of the Bonds. Attachment 11 - 1 Petaluma Community Development Successor Agency Letter of Engagement Page 2 (e) Assemble and provide a complete transcript of the conduct of the financing proceedings in sufficient quantity to provide each significant participant with a copy. (f) Subject to completion of proceedings to our satisfaction, provide our legal opinion approving in all regards the legality of all proceedings for the authorization, issuance, sale and delivery of the Bonds, and the exemption of interest from gross income for Federal and State personal income taxation purposes in accordance with applicable laws and regulations. (g) Confer and consult with Successor Agency officials with regard to questions which may arise during the period of payment of the Bonds; provided, however, that special post -closing services (such as litigation or IRS audit) would be provided pursuant to a separate engagement agreement on terms mutually acceptable to the Successor Agency and us. (h) Provide any other services reasonably requested of bond counsel and not set forth above Compensation. Our fee for services as bond counsel is the flat fee of $50,000 for the Series 2014 Bonds, and $25,000 for the Series 2015 Bonds, each fee to be payable upon delivery of the respective series of Bonds. In addition to the above fees, we would expect to be reimbursed for actual out-of-pocket expenses associated with the transaction in an amount not to exceed $2500. Reimbursed expenses are expected to include shipping, delivery and courier service, photocopying, official transcript duplication and travel expenses (but only for travel outside of the State of California). Please note that payment of both fees and expenses is contingent upon a successful sale and delivery of the Bonds. The fee is not set by law but is negotiable between Jones Hall and the Successor Agency. Assigned Personnel. Bill Madison shall provide bond counsel services, and Dave Walton shall provide federal tax advice. If you have any questions or would like to discuss any of the foregoing, please give me a call at (415) 391-5780. Very truly yours, William H. Madison Attachment 11 - 2