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U.S. National Bank-2019-392019-39 ESCROW AGREEMENT by and between SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE and U.S. BANK NATIONAL ASSOCIATION as Escrow Agent Dated as of October 1, 2019 Relating to the defeasance of Community Redevelopment Agency of the City of Grand Terrace Community Redevelopment Project Area, Tax Allocation Bonds, Issue of 2011A Community Redevelopment Agency of the City of Grand Terrace Community Redevelopment Project Area, Taxable Tax Allocation Bonds, Issue of 2011B ESCROW AGREEMENT This ESCROW AGREEMENT (the "Agreement") is made and entered into and dated as of October 1, 2019, by and between the SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE (the "Agency"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, having a corporate trust office located in Los Angeles, California, acting as escrow agent hereunder (in such capacity, the "Escrow Agent"), WITNESSETH: WHEREAS, the former Community Redevelopment Agency of the City of Grand Terrace (the "RDA") has heretofore issued its (a) Community Redevelopment Project Area, Tax Allocation Bonds, Issue of 2011 A in the original aggregate principal amount of $15,175,000, which are currently outstanding in the principal amount of $12,755,000 (the "Series 2011A Bonds"), and its (b) Community Redevelopment Project Area, Taxable Tax Allocation Bonds, Issue of 2011B in the original aggregate principal amount of $5,650,000, which are currently outstanding in the principal amount of $3,375,000 (the "Series 2011B Bonds" and together with the Series 2011A Bonds, the "Series 2011 Bonds"), pursuant to the terms of an Indenture of Trust, dated as of June 1, 2011 ("2011 Indenture"), by and between the RDA and U.S. Bank National Association (the "Trustee"); and WHEREAS, pursuant to Health & Safety Code Section 34191.4(c), because the Series 2011 Bonds were issued on June 17, 2011, the Agency may expend 20% of the proceeds of the Series 2011 Bonds in a manner consistent with the original bond covenants and must use the remaining 80% of the proceeds of the Series 2011 Bonds to defease the Series 2011 Bonds; and WHEREAS, on May 28, 2019, the Successor Agency adopted Resolution No. 2019-01 approving the execution of this Escrow Agreement to defease the Series 2011 Bonds; and WHEREAS, the San Bernardino Countywide Oversight Board has approved the defeasance provided for herein pursuant to Resolution No. 2019-32 adopted on June 17, 2019; and WHEREAS, the Department of Finance has issued letters, attached as Exhibit G hereto, approving Resolution No. 2019-2 of the San Bernardino Countywide Oversight Board and has approved an amendment to the Successor Agency's last and final Recognized Obligation Payment Schedule; and WHEREAS, this Agreement is for the purpose of using unspent Series 2011 Bond proceeds, together with other funds of the Agency, which will, among other things, be sufficient to pay scheduled principal and interest on each series of Series 2011 Bonds to the first optional redemption date set forth in the 2011 Indenture and to redeem each series of the Series 2011 Bonds, at a redemption price equal to the sum of the principal amount of the applicable series of the Series 2011 Bonds plus a premium, if any, plus accrued interest thereon to the redemption date for each applicable series, such amount for each series hereinafter referred to as the "Redemption Price"; and WHEREAS, this Agreement contemplates the setting aside of funds in order to provide for the payment of scheduled principal and interest through and including the first optional redemption date and the Redemption Price related to the Series 2011A Bonds and the Series 2011B Bonds and that such funds shall be deposited in separate special escrow funds with respect to each series of the Series 2011 Bonds to be created and maintained by the Escrow Agent hereunder (to be referred to herein as the "2011A Escrow" and the "2011B Escrow", respectively, and collectively as the "Refunding Escrows"); and WHEREAS, the Agency has taken action to cause to be delivered to the Escrow Agent for deposit to the Refunding Escrows with respect to each series of the Series 2011 Bonds, moneys in amounts that have been verified by Robert Thomas CPA in his Verification Report, dated October 10, 2019 ("Report"), to be sufficient, if held invested in part and uninvested in part as provided herein, to pay on October 28, 2019, the Redemption Price of the Series 2011A Bonds maturing after September 1, 2019 (collectively the "2011A Redemption Price") and to pay the regularly scheduled payments of principal and interest coming due on the Series 2011B Bonds through and including September 1, 2021 and to pay the Redemption Price of the Series 201113 Bonds maturing after September 1, 2021 (collectively, the "2011B Redemption Price") on September 1, 2021. NOW, THEREFORE, the Agency and the Escrow Agent hereby agree as follows: Section 1. Agency Instructions; Establishment, Funding and Maintenance of 2011A Escrow; Notice of Redemption. (a) The Agency hereby instructs the Trustee to transfer the following amounts from the 2011 Indenture to the Escrow Agent for deposit in the 2011A Escrow as described below: (i) $6,115.32 from the Debt Service Fund; (ii) $52.32 from the Interest Account; (iii) $22.36 from the Principal Account; and (iv) $1,281,083.63 from the Reserve Account. (b) The Agency has heretofore or concurrently herewith transferred $11,711,218.79 to the Escrow Agent for deposit in the 2011A Escrow described below, constituting unspent bond proceeds of the Series 2011A Bonds held by the City; (c) The Escrow Agent hereby accepts and acknowledges receipt of $12,998,492.42 to secure the payment of the 2011A Redemption Price on October 28, 2019. The Escrow Agent agrees to establish and maintain the 2011A Escrow until the 2011A Redemption Price has been paid in full, and to hold the moneys therein at all times as a special and separate trust fund (wholly segregated from all other securities, investments or moneys on deposit with the Escrow Agent). All moneys in the 2011A Escrow are hereby irrevocably pledged to secure the payment of the 2011A Redemption Price and shall constitute a special fund for the payment thereof. Moneys in the 2011A Escrow shall be invested as provided in Section 3 hereof. (d) The Escrow Agent has given notice of redemption to the owners of the Series 2011A Bonds at the addresses appearing on the bond registration books of the Trustee on September 27, 2019 pursuant to instructions of the Agency, which is not less than 30, nor more than 60, days prior to October 28, 2019, being the Redemption Date of the Series 2011A Bonds following the defeasance of the Series 2011A Bonds on October 10, 2019, in the manner provided in the 2011 Indenture. The form of Notice of Redemption is attached hereto as Exhibit C. To the extent agreed 2 to by the 2011 Trustee and the City Manager for the Successor Agency, the 2011 Trustee may provide for a notice which conditions redemption on the receipt of funds for the defeasance of the 2011 Bonds prior to the date set for redemption. (e) A form of Notice of Defeasance is attached hereto as Exhibit D. Section 2. Establishment, Funding and Maintenance of 2011B Escrow: Notice of Redemption. (a) The Agency hereby instructs the Trustee to transfer the following amounts from the 2011 Indenture to the Escrow Agent for deposit in the 2011B Escrow as described below: (i) $1,618.13 from the Debt Service Fund; (ii) $9.99 from the Interest Account; (iii) $23.68 from the Principal Account; and (iv) $476,976.77 from the Reserve Account. (b) The Agency has heretofore or concurrently herewith transferred $3,288,458.85 to the Escrow Agent for deposit in the 2011B Escrow described below, constituting unspent bond proceeds of the Series 2011B Bonds held by the City; (c) The Escrow Agent hereby accepts and acknowledges receipt of $3,767,087.42 to secure the payment of the 2011B Redemption Price on September 1, 2021. The Escrow Agent agrees to establish and maintain the 2011B Escrow until the 201113 Redemption Price has been paid in full and to hold the moneys therein at all times as a special and separate trust fund (wholly segregated from all other securities, investments or moneys on deposit with the Escrow Agent). All moneys in the 2011B Escrow are hereby irrevocably pledged to secure the payment of the 2011B Redemption Price and shall constitute a special fund for the payment thereof. Moneys in the 2011B Escrow shall be invested as provided in Section 3 hereof. (d) The Escrow Agent shall give notice of redemption of the Series 2011B Bonds to the owners of the Series 2011B Bonds at the addresses appearing on the bond registration books of the Trustee not less than 30, nor more than 60, days prior to September 1, 2021, being the Redemption Date of the Series 2011B Bonds, in the manner provided in the 2011 Indenture. The form of Notice of Redemption is attached hereto as Exhibit E. (e) The Escrow Agent is instructed to post a Notice of Defeasance of the Series 2011B Bonds with the EMMA platform of the Municipal Securities Rulemaking Board. A form of the Notice of Defeasance is attached as Exhibit F hereto, and shall be posted within 10 days following the defeasance of the Series 2011B Bonds on October 10, 2019. Section 3. Cash Deposit in the 2011A Escrow and 2011B Escrow. (a) The Agency hereby directs the Escrow Agent to accept the cash deposit of $12,998,492.42 with respect to the 2011A Escrow and invest $12,998,394.42 as provided on Exhibit A hereto with respect to the 2011A Escrow and by this reference incorporated herein and 3 hold $98.00 uninvested. The amount deposited, as invested, shall be sufficient to pay the 2011A Redemption Price on October 28, 2019.. In his Report, Robert Thomas CPA has verified the sufficiency of funds in the 2011A Escrow to pay the 2011A Redemption Price on October 28, 2019. (b) The Agency hereby directs the Escrow Agent to accept the cash deposit of $3,767,087.42 with respect to the 2011B Escrow and invest $3,766,953.67 as provided on Exhibit A hereto with respect to the 201113 Escrow and by this reference incorporated herein and hold $133.75 uninvested. The amount deposited, as invested, shall be sufficient to make all required payments constituting the 2011B Redemption Price to and including September 1, 2021. In his Report, Robert Thomas CPA has verified the sufficiency of funds in the 2011B Escrow to pay the 2011B Redemption Price to and including September 1, 2021. Section 4. Payment and Redemption of the Series 2011 Bonds. The Agency hereby requests and irrevocably instructs the Escrow Agent to transfer amounts from the 2011A Escrow and the 2011B Escrow to the 2011 Trustee to pay when due the scheduled payments of principal of and interest on the Series 2011 Bonds as they become due and payable through and including the respective Redemption Dates of the Series 2011 Bonds and to pay the 2011A Redemption Price on October 28, 2019 and the 2011B Redemption Price on September 1, 2021 as provided in Exhibit B hereto with respect to each series and by this reference incorporated herein. Upon payment in full of the principal of, interest on and the Redemption Price of the Series 2011 Bonds, the Escrow Agent shall transfer any moneys remaining in the 2011A Escrow or 201113 Escrow to the Agency after provision for payment of amounts due the Escrow Agent pursuant to Section 5 and 12 hereof, and this Agreement shall terminate. Section 5. Fees and Costs. (a) The Agency shall pay to the Escrow Agent from time to time reasonable compensation for all services rendered under this Agreement. The parties hereto agree that the duties and obligations of the Escrow Agent shall be as expressly provided herein, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. (b) The Agency shall pay to the Escrow Agent additional fees and reimbursements for costs incurred, including but not limited to legal and accountants' services, involving this Agreement. (c) The fees of and the costs incurred by the Escrow Agent shall in no event be deducted or payable from, or constitute a lien against, the Refunding Escrows, except as otherwise provided herein. Section 6. Merger or Consolidation. Any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under this Agreement, shall be the successor of such Escrow Agent without the execution or filing of any paper or any further act, notwithstanding anything herein to the contrary. Section 7. Resignation of Escrow Agent. The Escrow Agent may at any time resign by giving written notice to the Agency of such resignation. The Agency shall promptly appoint a 4 successor Escrow Agent upon receipt of such notice. Resignation of the Escrow Agent will be effective only upon acceptance of appointment of a successor Escrow Agent. If the Agency does not appoint a successor within 60 days of the receipt of such notice of resignation, 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 required by law, appoint a successor Escrow Agent. After receiving a notice of resignation of an Escrow Agent, the Agency may appoint a temporary Escrow Agent to replace the resigning Escrow Agent until the Agency appoints a successor Escrow Agent. Any such temporary Escrow Agent so appointed by the Agency shall immediately and without further act be superseded by the successor Escrow Agent so appointed. Section 8. Severability. If any section, paragraph, sentence, clause or provision of this Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence, clause or provision shall not affect any of the remaining provisions of this Agreement. Section 9. Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. Section 10. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 11. Definitions. Any capitalized term used but not otherwise defined in this Agreement shall have the meaning assigned to such term in the Indenture. Section 12. Indemnification. The Agency agrees to indemnify, hold harmless and defend the Escrow Agent and its officers, directors, employees and agents to the maximum extent permitted by law against any and all losses, damages, claims, actions, liabilities, costs and expenses of whatever nature, kind or character (including, without limitation, attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) which may be imposed on, or incurred by or asserted against the Escrow Agent directly or indirectly arising out of or related to the acceptance and performance by the Escrow Agent of its duties hereunder. This indemnification shall apply whether any such claim, suit, investigation, proceeding or action is based upon (i) the interference with or breach of or alleged interference with or alleged breach of any existing contract in connection with the Series 2011 Bonds, (ii) any untrue statement or alleged untrue statement of a material fact or omission of a material fact required to be stated in any offering document with respect to the Series 2011 Bonds necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any other wrongful act or alleged wrongful act of the Agency related to the redemption of the Series 2011 Bonds; provided, however, that this indemnification shall not cover any losses or expenses incurred by the Escrow Agent as a result of its negligence or willful misconduct. In addition to the foregoing, the prevailing party in any lawsuit shall be entitled to attorneys' fees and costs incurred in any judgment proceeding to collect or enforce the judgment. This provision is separate and severable and shall survive the merger of this Agreement into any judgment on this Agreement. The agreements of the Agency hereunder shall survive the resignation or removal of the Escrow Agent or termination of this Agreement. Section 13. Immunities and Liabilitv of Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly and specifically set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. (b) The Escrow Agent shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. In no event shall the Escrow Agent be liable for any special, indirect or consequential damages, even if the Escrow Agent or the Agency knows of the possibility of such damages. The Escrow Agent shall have no duty or responsibility under this Agreement in the case of any default in the performance of the covenants or agreements contained in the Indenture. The Escrow Agent is not required to resolve conflicting demands to money or property in its possession under this Agreement. (c) The Escrow Agent may consult with counsel of its own choice (which may be counsel to the 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. (d) The Escrow Agent shall not be responsible for any of the recitals or representations contained herein or in the Indenture, other than recitals or representations specifically made by the Escrow Agent. (e) The Escrow Agent may engage or be interested in any financial or other transaction with the Agency. (f) The Escrow Agent shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys or securities deposited with it to pay the principal of or interest or premium on the Series 2011 Bonds. (g) The Escrow Agent shall not be liable for any action or omission of the Agency under this Agreement or the Indenture. (h) Whenever in the administration of this Agreement the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, 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 any authorized representative of the 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. (i) The Escrow Agent may conclusively rely as to the truth and accuracy of the statements and correctness of the opinions and the calculations provided to it in connection with this Agreement and shall be protected in acting, or refraining from acting, upon any written notice, instruction, request, certificate, document or opinion furnished to the Escrow Agent in connection with this Agreement and reasonably believed by the Escrow Agent to have been signed or presented by the proper party, and it need not investigate any fact or matter stated in such notice, instruction, request, certificate or opinion. 0 6) No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. (k) The Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Agency the right to receive brokerage confirmations of security transactions as they occur, the Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish the Agency periodic cash transaction statements which shall include detail for all investment transactions made by the Escrow Agent hereunder. (1) If the Escrow Agent learns that the Department of the Treasury or the Bureau of Public Debt will not, for any reason, accept a subscription of securities that is to be submitted pursuant to this Agreement, the Escrow Agent shall promptly request alternative written investment instructions from the Agency with respect to escrowed funds which were to be invested in securities. The Escrow Agent shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Agent shall hold funds uninvested and without liability for interest until receipt of further written instructions from the Agency. In the absence of investment instructions from the Agency, the Escrow Agent shall not be responsible for the investment of such funds or interest thereon. The Escrow Agent may conclusively rely upon the Agency's selection of an alternative investment as a determination of the alternative investment's legality and suitability and shall not be liable for any losses related to the alternative investments or for compliance with any yield restriction applicable thereto. (m) The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. (n) The Escrow Agent shall incur no liability for losses arising from any investment made pursuant to this Agreement. Section 14. Termination of Agreement. Upon payment in full of the principal of and interest on the Series 2011 Bonds and all of the fees and expenses of the Escrow Agent as described above, all obligations of the Escrow Agent under this Agreement shall cease and terminate, except for the obligation of the Escrow Agent to pay or cause to be paid to the owners of the Series 2011 Bonds not presented for payment all sums due thereon and the obligation of the Agency to pay to the Escrow Agent any amounts due and owing to the Escrow Agent hereunder; provided, however, the obligations of the Escrow Agent with respect to the payment of the respective series of Series 2011 Bonds shall cease and terminate two years after the date on which the same shall have become due as described hereunder and in accordance with the Indenture. Section 15. Substitution or Withdrawal of Federal Securities. The Agency may at any time direct the Escrow Agent to substitute federal securities described herein with federal securities permitted under the 2011 Indenture for discharge of the Series 2011 Bonds ("Federal Securities") for any or all of the Federal Securities then deposited in the Refunding Escrows, or to withdraw and transfer to the Agency any portion of the Federal Securities then deposited in the Refunding Escrows, provided that any such direction and substitution or withdrawal shall be accompanied by: (a) a certification of an independent certified public accountant or firm of certified public accountants of VA favorable national reputation experienced in the refunding of obligations of political subdivisions that the Federal Securities then to be so deposited in the Refunding Escrows together with interest to be derived therefrom, or in the case of withdrawal, the Federal Securities to be remaining in the Refunding Escrows following such withdrawal together with the interest to be derived therefrom, shall be in an amount at all times at least sufficient to make the payments specified in Section 3 hereof, and (b) an opinion of Bond Counsel that the substitution or withdrawal will not affect, for Federal income tax purposes the exclusion from gross income for federal income tax purposes of the interest on the Series 2011A Bonds and that such substitution is consistent with the Indenture. In the event that, following any such substitution of Federal Securities pursuant to this Section 15, there is an amount of moneys or Federal Securities in excess of an amount sufficient to make the payments required by Section 3 hereof, such excess shall be transferred by the Escrow Agent to the Agency. 8 IN WITNESS WHEREOF, the Successor Agency to the Community Redevelopment Agency of the City of Grand Terrace and U.S. Bank National Association, have caused this Agreement to be executed each on its behalf as of the day and year first above written. SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE By: - 4 - L-V7, 1A Ci an er, a the gency U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent 1 � By: Authorized Officer Acknowledged and accepted by: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer 0 SCHEDULE I DEFEASANCE ESCROW CASH FLOW The cash flow for the Defeasance Escrow is set forth on Exhibit A to the Verification Report prepared by Robert Thomas CPA, attached hereto and incorporated herein by reference as though fully set forth herein and made a part hereof. EXHIBIT A Investments Series 2011A Bonds Investments Type Maturity Date Principal Price Purchase Price T-Bill 10/24/19 $13,002,000.00 99.972269% $12,998,394.42 Series 2011B Bonds Investments Type Maturity Date Principal Interest Rate Purchase Price T-Note 02/29/20 $104,000.00 2.250% $104,485.94 T-Note 08/31/20 $491,000.00 2.125% $494,208.77 T-Note 02/28/21 $96,000.00 2.500% $97,492.54 T-Note 08/31/21 $3,087,000.00 1.125% 3,070,766.42 Total $3,778,000.00 $3,766,953.67 A-1 Period Ending 10/28/2019 Period Ending 03-01-20 09-01-20 03-01-21 09-01-21 EXHIBIT B Schedule of Payments to Redemption for 2011A Bonds Redemption Accrued Interest Principal Premium $119,548 $12,755,000 $127,550 Schedule of Payments to Redemption for 2011B Bonds Accrued Interest $128,782.50 $128,782.50 $115,115.00 $115,115.00 Redemption Price (incl principal Principal redeemeed) 0 0 $385,000.00 $410,000.00 ON $2,580,000 Total $13,002,098.00 Total $128,782.50 $513,782.50 $115,115.00 $3,105,115.00 1_*:4T11: 0 CONDITIONAL NOTICE OF REDEMPTION COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE COMMUNITY REDEVELOPMENT PROJECT AREA, TAX ALLOCATION BONDS, ISSUE OF 2011A Redemption Date on October 28, 2019, at 101% for 2022 and 2033 Rate Maturity Date 5.100 9/l/2022* 6.000 9/l/2033* *Term Bond CUSIPI Principal Amount 386485 BT 2 1,140,000 386485 BV 7 11,615,000 OWNERS of the above -described Bonds (the "Bonds") are hereby NOTIFIED that, pursuant to instructions of the Agency (defined below) and an Indenture of Trust, dated as of July 1, 2011, by and between the SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE, as successor to the Community Redevelopment Agency of the City of Grand Terrace (the "Agency") and U.S. BANK NATIONAL ASSOCIATION, as trustee (the "Trustee"), $12,755,000 principal amount of the above -described Bonds are hereby called for optional redemption on October 28, 2019 (the "Redemption Date") at a redemption price equal to 101 % of the principal amount thereof plus accrued interest to the Redemption Date. All of the Bonds outstanding under the Indenture are hereby called for redemption on the Redemption Date. THIS REDEMPTION IS CONDITIONED and subject to the deposit of sufficient monies by the Agency to redeem all the Bonds described herein with U.S. Bank National Association. not later than the opening of business on the Redemption Date and will be of no effect unless such monies are so deposited. The Agency will provide notice of rescission of the redemption should sufficient moneys not be deposited to redeem all the securities on the redemption date. The Agency and U.S. Bank National Association. shall have no liability to the owners of the securities described herein or any other party related to or arising from such rescission of redemption. In connection with the redemption the Agency will enter into an escrow agreement with U.S. Bank National Association, as escrow agent ("Escrow Agent"). U.S. Bank National Association shall collect interest on and the principal of such obligations and shall pay the same, together with any such cash moneys held by the U.S. Bank National Association, to owners of record of the Bonds, in such amounts and at such times as shall be required to pay interest on and the principal of the Bonds to the Redemption Date. Owners of the Bonds should surrender the Bond to Trustee for payment at the following address: U.S. Bank National Association ' The Agency, Trustee and the Escrow Agent shall not be responsible for the use of the CUSIP number(s) 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 owners of the Bonds. C-1 Global Corporate Trust Services 111 Fillmore Ave E St. Paul MN, 55101 The method of presentation and delivery of a Bond is at the option and risk of the holder of each Bond. If mail is used, insured registered mail, return receipt requested is suggested. The Trustee may be obligated to withhold a percentage of the redemption price from any bondowner who fails to furnish the Trustee with a valid taxpayer identification number or a certification that such bondowner is not subject to backup withholding. bondowners who wish to avoid the application of these provisions should submit a completed IRS Form W-9 when presenting their Bonds. Date: September 27, 2019 By: U.S. BANK NATIONAL ASSOCIATION, as Trustee & Escrow Agent 2 NOTICE OF DEFEASANCE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE COMMUNITY REDEVELOPMENT PROJECT AREA, TAX ALLOCATION BONDS, ISSUE OF 2011A Redemption Date on October 28, 2019, at 101% for 2022 and 2033 Rate Maturity Date 5.100 9/1/2022* 6.000 9/l/2033* *Term Bond CUSIPZ Principal Amount 386485 BT 2 1,140,000 386485 BV 7 11,615,000 NOTICE IS HEREBY GIVEN to the owners of the bonds described above (the "Bonds"), that pursuant to the Escrow Agreement (the "Agreement") entered into and dated as of October 1, 2019, by and among the SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE (the "Agency") and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America having a corporate trust office in Los Angeles, California, as escrow agent (the "Escrow Agent"), that: The Agency has deposited in an Escrow Fund with the Escrow Agent sufficient monies, as invested, to pay all of the principal of, and interest on the Bonds as the same shall become due and payable to and including October 28, 2019, the date of early redemption of the Bonds, all as set forth above. As a result of the deposit of said monies to the Escrow Fund, the Bonds are defeased as of 2019 The Escrow Agent has been instructed by the Agency to redeem the Bonds on October 28, 2019 at the redemption price of 100%. Date: October 10, 2019 By: U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent THIS IS NOT A NOTICE OF REDEMPTION The Agency and the Escrow Agent shall not be responsible for the use of the CUSIP number(s) 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 owners of the Bonds. D-1 EXHIBIT E NOTICE OF REDEMPTION COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE COMMUNITY REDEVELOPMENT PROJECT AREA, TAXABLE TAX ALLOCATION BONDS, ISSUE OF 2011B (TAXABLE) Notice is hereby given that, pursuant to the terms of the Indenture of Trust dated as of June 1, 2011 (the "Indenture") by and between the former Community Redevelopment Agency of the City of Grand Terrace, now known as the Successor Agency (the "Successor Agency") and U.S. Bank National Association (the "Trustee"), $2,580,000 principal amount of the below -described outstanding bonds (the "Bonds") are hereby called for optional redemption on September 1, 2021 (the "Redemption Date") at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the Redemption Date. All of the Bonds Outstanding under the Indenture are hereby called for redemption on the Redemption Date. The stated CUSIP numbers, interest rates, maturity dates and principal amounts of the Bonds to be redeemed are as follows: Rate Maturity Date 7.100% 9/1/2020* 7.700% 9/l/2026* *Term Bond CUSIP3 Principal Amount 386485 BW 5 $2,660,000 386485 BX 3 2,990,000 The Bonds called for redemption will be redeemed at the principal payment office of U.S. Bank National Association, as Trustee and paying agent, upon surrender of such Bonds on or after the Redemption Date, and interest shall cease to accrue on and after the Redemption Date. Presentation and delivery address for first class mail, by registered mail, express mail, or delivered in person: U.S. Bank National Association Global Corporate Trust Services 111 Fillmore Ave E St. Paul MN, 55101 The method of presentation and delivery of a Bond is at the option and risk of the holder of each Bond. If mail is used, insured registered mail, return receipt requested is suggested. The Trustee may be obligated to withhold a percentage of the redemption price from any bondowner who fails to furnish the Trustee with a valid taxpayer identification number or a certification that such bondowner is not subject to backup withholding. bondowners who wish to 3 The Successor Agency and the Trustee shall not be responsible for the use of the CUSIP number(s) 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 owners of the Bonds. C-1 avoid the application of these provisions should submit a completed IRS Form W-9 when presenting their Bonds. Date: , 2021 By: U.S. BANK NATIONAL ASSOCIATION, as Trustee [Other Provisions Requested by Trustee] 2 W4-4-8 1 1.118 U NOTICE OF DEFEASANCE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE COMMUNITY REDEVELOPMENT PROJECT AREA, TAXABLE TAX ALLOCATION BONDS, ISSUE OF 2011B (TAXABLE) Redemption Date on September 1, 2021, at 100% Rate Maturity Date 7.100% 9/l/2020* 7.700 9/l/2026* *Term Bond CUSIV Principal Amount 386485 BW 5 $2,660,000 386485 BX 3 2,990,000 NOTICE IS HEREBY GIVEN to the owners of the bonds described above (the "Bonds"), that pursuant to the Escrow Agreement (the "Agreement") entered into and dated as of October 1, 2019, by and among the SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE (the "Agency") and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America having a corporate trust office in Los Angeles, California, as escrow agent (the "Escrow Agent"), that: The Agency has deposited in an Escrow Fund with the Escrow Agent sufficient monies, as invested, to pay all of the principal of, and interest on the Bonds as the same shall become due and payable to and including September 1, 2021, the date of early redemption of the Bonds, all as set forth above. As a result of the deposit of said monies to the Escrow Fund, the Bonds are defeased as of October 10, 2019. The Escrow Agent has been instructed by the Agency to redeem the Bonds on September 1, 2021 at the Redemption price of 100%. Date: October 10, 2019 By: U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent THIS IS NOT A NOTICE OF REDEMPTION a The Agency and the Escrow Agent shall not be responsible for the use of the CUSIP number(s) 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 owners of the Bonds. 09999.0009/512589.11 EXHIBIT G DOF LETTERS 09999.0009 512589.11