Loading...
HomeMy WebLinkAboutBANK OF NEW YORK MELLON TRUST COMPANY, N.A., THE (7).A- 2014 -133 -F Quint & Thimmig LLP 04/30/14 05/28/14 05/31/14 FINAL 06/06/14 ESCROW DEPOSIT AND TRUST AGREEMENT by and among the SANTA ANA FINANCING AUTHORITY the CITY OF SANTA ANA and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Bank Dated June 18, 2014 Relating to the defeasance of a portion of the Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A 19014.10 ESCROW DEPOSIT AND TRUST AGREEMENT This Escrow Deposit and Trust Agreement (this "Escrow Deposit and Trust Agreement "), dated June 18, 2014, is by and among the SANTA ANA FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California (the "Authority "), the CITY OF SANTA ANA, a municipal corporation and chartered city organized and existing under and by virtue of the laws of the State of California (the "City "), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow bank (the "Escrow Bank "). WITNESSETH: WHEREAS, the Authority has heretofore issued its $107,399,438.50 Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A, of which $67,100,000 remains outstanding (the "1994 Bonds "), the proceeds of which were used to finance the costs of the construction and equipping of a police administration and holding facility (the "1994 Project "); WHEREAS, the 1994 Bonds were issued pursuant to the terms of an indenture, dated as of March 1, 1994, as amended (the "1994 Indenture "), by and between the Authority and Meridian Trust Company of California, since succeeded by the Escrow Bank, as trustee thereunder (the "1994 Trustee "); WHEREAS, in order to provide for the repayment of the 1994 Bonds, the Authority leased certain real property and improvements (the "1994 Property ") to the City pursuant to a lease agreement, dated as of March 1, 1994, as amended (the "1994 Lease Agreement "), under which the City agreed to make lease payments to the Authority (the "1994 Lease Payments ") from moneys in its General Fund and the City has budgeted and appropriated sufficient amounts in each year to pay the full amount of principal of and interest on the 1994 Bonds; WHEREAS, the City has determined that it is in the best interests of the City at this time to provide for the payment of 50% of the remaining 1994 Lease Payments (the "Defeased 1994 Lease Payments "), and to refinance certain other obligations, and, as a result thereof, to provide for the defeasance of $33,550,000 (50 %) of the outstanding 1994 Bonds (the "Defeased 1994 Bonds ") to maturity, and to that end, the City proposes to enter into a new lease agreement, dated as of June 1, 2014, by and between the Authority and the City (the "Lease Agreement'); WHEREAS, the Authority and the City propose to provide for the payments described above and to appoint the Escrow Bank as their agent for the purpose of applying said deposit to provide for the payment of the Defeased 1994 Lease Payments in accordance with the instructions provided by this Escrow Deposit and Trust Agreement and of applying said Defeased 1994 Lease Payments to the defeasance of the Defeased 1994 Bonds and the Escrow Bank desires to accept said appointment; WHEREAS, the Authority and the City wish to provide for the payment described above and to enter into this Escrow Deposit and Trust Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; WHEREAS, to obtain moneys to make such deposit and for other purposes, the Authority proposes to assign and transfer certain of its rights under the Lease Agreement to Deutsche Bank National Trust Company, as agent (the "Agent "), on behalf of TPB Investments, Inc., a wholly owned subsidiary of Western Alliance Bank, an Arizona corporation, Compass Mortgage Corporation, an Alabama corporation, and Capital One Public Funding, LLC (collectively, the "Assignees "), pursuant to that certain assignment agreement, dated as of June 1, 2014, by and between the Authority and the Agent, whereby the Assignees will make a payment of $45,060,000 to or to the order of the City for such purpose; WHEREAS, the Escrow Bank has full powers to act with respect to the irrevocable escrow and trust created herein and to perform the duties and obligations to be undertaken pursuant to this Escrow Deposit and Trust Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein set forth, the parties hereto do hereby agree as follows: Section 1. Discharge of Defeased 1994 Bonds. The City hereby irrevocably elects to defease the Defeased 1994 Lease Agreement and the Defeased 1994 Bonds. A schedule of the Defeased 1994 Bonds and the 1994 Bonds that will not be defeased (the "Non- Defeased 1994 Bonds ") is set forth in Exhibit A attached hereto and by this reference incorporated herein. Section 2. Appointment of Escrow Bank. The Authority and the City hereby appoint the Escrow Bank as escrow bank for all purposes of this Escrow Deposit and Trust Agreement and in accordance with the terms and provisions of this Escrow Deposit and Trust Agreement, and the Escrow Bank hereby accepts such appointment. Section 3. Establishment of Escrow Fund. There is hereby created by the Authority and the City with, and to be held by, the Escrow Bank, as security for the payment of the Defeased 1994 Lease Payments and the Defeased 1994 Bonds as hereinafter set forth, an irrevocable escrow to be maintained in trust by the Escrow Bank on behalf of the Authority and the City and for the benefit of the owners of the Defeased 1994 Bonds, said escrow to be designated the "Escrow Fund." All moneys and securities deposited in the Escrow Fund shall be held as a special fund for the payment of the principal of and interest on the Defeased 1994 Bonds in accordance with the provisions of the 1994 Indenture. The City hereby irrevocably instructs the Escrow Bank, and the Escrow Bank hereby agrees, to use the moneys and securities on deposit in the Escrow Fund to pay the principal of and interest on the Defeased 1994 Bonds in accordance with the instructions set forth in Section 6 hereof. If at any time the Escrow Bank shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 6 hereof, the Escrow Bank shall notify the City of such fact and the City shall immediately cure such deficiency. The Escrow Bank shall have no liability for such deficiency. Section 4. Deposit into Escrow Fund. (a) The City shall cause to be transferred to the Escrow Bank for deposit into the Escrow Fund the amount of $42,497,276.30 in immediately available funds, derived as follows: (i) $36,834,932.55 from amounts paid by the Assignees; (ii) $4,613,906.25 from the reserve account held by the 1994 Trustee with respect to the 1994 Bonds (the "1994 Reserve Account "); and -2- (iii) $1,048,437.50_ from the debt service account held by the 1994 Trustee with respect to the 1994 Bonds (the "1994 Debt Service Account "). (b) The Escrow Bank shall invest $41,448,838.00 of the moneys deposited into the Escrow Fund pursuant to the preceding paragraph in the U.S. Treasury Securities —State and Local Government Series ( "SLGS ") set forth in Exhibit B attached hereto and by this reference incorporated herein (the "Escrowed Federal Securities ") and shall hold the remaining $1,048,438.30 in cash, uninvested. The Escrowed Federal Securities shall be deposited with and held by the Escrow Bank in the Escrow Fund solely for the uses and purposes set forth herein. If the Escrow Bank learns that the Department of the Treasury or the Bureau of Public Debt will not, for any reason, accept a SLGS subscription, the Escrow Bank shall promptly request alternative written investment instructions from the City with respect to escrowed funds which were to be invested in the Escrowed Federal Securities. The Escrow Bank shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Bank shall hold funds uninvested and without liability for interest until receipt of further written instructions from the City. In the absence of investment instructions from the City the Escrow Bank shall not be responsible for the investment of such funds or interest thereon. The Escrow Bank may conclusively rely upon the City 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. (c) The Escrow Bank may rely upon the conclusion of Grant Thornton LLP, as contained in its report and opinion and accompanying schedules (the 'Report'), dated June 18, 2014, that the Escrowed Federal Securities mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay the principal of and interest on the Defeased 1994 Bonds to maturity. (d) The Escrow Bank shall not be liable or responsible for any loss resulting from its full compliance with the provisions of this Escrow Deposit and Trust Agreement. (e) Any money left on deposit in the Escrow Fund after the final maturity of the Defeased 1994 Bonds shall be transferred to the Trustee and applied to the payment of debt service on the Non - Defeased 1994 Bonds. Section 5. Application of 1994 Funds. On the date of deposit of amounts paid by the Assignees in the Escrow Fund pursuant to Section 4, the Escrow Bank, as 1994 Trustee, is hereby directed to (a) transfer all moneys in the 1994 Reserve Account ($4,613,906.25) to the Escrow Bank for deposit in the Escrow Fund, and (b) transfer all moneys in the 1994 Debt Service Account ($1,048,437.50) to the Escrow Bank for deposit in the Escrow Fund. Section 6. Instructions as to Application of Deposit. The moneys deposited in the Escrow Fund pursuant to Section 4 shall be applied by the Escrow Bank for the sole purpose of paying the principal of and interest on the Defeased 1994 Bonds to maturity as set forth in Exhibit C attached hereto and by this reference incorporated herein. Section 7. Investment of Any Remaining Moneys. The Escrow Bank shall invest and reinvest the proceeds received from any of the Escrowed Federal Securities, and the cash originally deposited into the Escrow Fund, for a period ending not later than the next succeeding interest payment date relating to the Defeased 1994 Bonds, in Federal Securities pursuant to written directions of the City; provided, however, that (a) such written directions of the City shall be accompanied. by (i) a certification of an independent certified public -3- accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions that the Federal Securities then to be so deposited in the Escrow Fund, together with the cash then on deposit in the Escrow Fund, 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 6 hereof, and (ii) an opinion of nationally recognized bond counsel ('Bond Counsel") that investment in accordance with such directions will not affect, for Federal income tax purposes, the exclusion from gross income of interest due with respect to the Defeased 1994 Bonds, and (b) if the City directs such investment or reinvestment to be made in United States Treasury Securities -State and Local Government Series, the City shall, at its cost, cause to be prepared all necessary subscription forms therefor in sufficient time to enable the Escrow Bank to acquire such securities. In the event that the City shall fail to file any such written directions with the Escrow Bank concerning the reinvestment of any such proceeds, such proceeds shall be held uninvested by the Escrow Bank. Any interest income resulting from investment or reinvestment of moneys pursuant to this Section 7 and not required for the purposes set forth in such verification, shall, promptly upon the receipt of such interest income by the Escrow Bank, be transferred to the Trustee and applied to the payment of debt service on the Non - Defeased 1994 Bonds. Section S. Substitution or Withdrawal of Federal Securities. The City may, at any time, direct the Escrow Bank in writing to substitute Federal Securities for any or all of the Escrowed Federal Securities then deposited in the Escrow Fund, or to withdraw and transfer to the City any portion of the Federal Securities then deposited in the Escrow Fund, provided that any such direction and substitution or withdrawal shall be simultaneous and shall be accompanied by (a) a certification of an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions that the Federal Securities then to be so deposited in the Escrow Fund together with interest to be derived therefrom, or in the case of withdrawal, the Federal Securities to be remaining in the Escrow Fund following such withdrawal together with the interest to be derived therefrom, together with the cash then on deposit in the Escrow Fund, shall be in an amount at all times at least sufficient to make the payments specified in Section 6 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 of interest on the Defeased 1994 Bonds. In the event that, following any such substitution of Federal Securities pursuant to this Section 8, there is an amount of moneys or Federal Securities in excess of an amount sufficient to make the payments indicated by such verification, such excess shall be transferred to the Trustee and applied to the payment of debt service on the Non - Defeased 1994 Bonds. Section 9. Compensation to Escrow Bank. The City shall pay the Escrow Bank full compensation for its duties under this Escrow Deposit and Trust Agreement, including out -of- pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. Section 10. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Deposit and Trust Agreement unless the City shall have deposited sufficient funds with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the City or its agents relating to any matter or action as Escrow Bank under this Escrow Deposit and Trust Agreement. The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Deposit and Trust Agreement, the establishment of -4- the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the uninvested moneys held hereunder to accomplish the purposes set forth herein, or any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Deposit and Trust Agreement or by reason of any non - negligent act, non - negligent omission or non - negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the "whereas" clauses herein shall be taken as the statement of the City, and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representations as to the sufficiency of the uninvested moneys to accomplish the purposes set forth herein or to the validity of this Escrow Deposit and Trust Agreement as to the City and, except as otherwise provided herein, the Escrow Bank shall incur no liability in respect thereof. The Escrow Bank shall not be liable in. connection with the performance of its duties under this Escrow Deposit and Trust Agreement except for its own negligence, willful misconduct or default, and the duties and obligations of the Escrow Bank shall be determined by the express provisions of this Escrow Deposit and Trust Agreement. The Escrow Bank may consult with counsel, who may or may not be counsel to the City, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Deposit and Trust Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the City. The Escrow Bank may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Anything in this Escrow Deposit and Trust Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank shall have the right to accept and act upon instructions, including funds transfer instructions ( "Instructions ") given pursuant to this Escrow Agreement and delivered using Electronic Means ( "Electronic Means" means mean the following communications methods: S.W.I.F.T., e -mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and /or authentication keys issued by the Escrow Bank, or another method or system specified by the Escrow Bank as available for use in connection with its services hereunder); provided, however, that the City shall provide to the Escrow Bank an incumbency certificate listing officers with the authority to provide such Instructions ( "Authorized Officers ") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the City whenever a person is to be added or deleted from the listing. If the City elects to give the Escrow Bank Instructions using Electronic Means and the Escrow Bank in its discretion elects to act upon such Instructions, the Escrow Bank's understanding of such Instructions shall be deemed controlling. The City understands and agrees that the Escrow Bank cannot determine the identity of the actual sender of such Instructions and that the Escrow Bank shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Bank have been sent by such Authorized Officer. The City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Bank and that the City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization -5- codes, passwords and /or authentication keys upon receipt by the City. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Bank's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow Bank, including without limitation the risk of the Escrow Bank acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Escrow Bank and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Bank immediately upon leaning of any compromise or unauthorized use of the security procedures. The City hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Bank and its respective successors, assigns, agents, servants, employees, directors and officers from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Bank (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Deposit and Trust Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Escrow Deposit and Trust Agreement, or as may arise by reason of any act, omission or error of the Escrow Bank made in good faith in the conduct of its duties; provided, however, that the City shall not be required to indemnify the Escrow Bank against its own negligence or willful misconduct. The indemnities contained in this Section 10 shall survive the termination of this Escrow Deposit and Trust Agreement or the resignation or removal of the Escrow Bank. The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the City monthly cash transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder. No provision of this Escrow Deposit and Trust Agreement shall require the Escrow Bank 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. The Escrow Bank may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. The City may remove the Escrow Bank initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company doing business in the State of California, having a combined capital (exclusive of borrowed capital) and surplus of at least fifty million dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such bank or trust company -6- publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 10 the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Escrow Bank may at any time resign by giving 30 days written notice of resignation to the City. Upon receiving such notice of resignation, the City shall promptly appoint a successor and, upon the acceptance by the successor of such appointment, release the resigning Escrow Bank from its obligations hereunder by written instrument, a copy of which instrument shall be delivered to each of the City, the resigning Escrow Bank and the successor. If no successor shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Escrow Bank may petition any court of competent jurisdiction for the appointment of a successor. Section 11. Amendment. This Escrow Deposit and Trust Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100 %) in aggregate principal amount of the Defeased 1994 Bonds shall have been filed with the Escrow Bank. This Escrow Deposit and Trust Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, but only (1) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the City, (2) to cure, correct or supplement any ambiguous or defective provision contained herein, or (3) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not materially adversely affect the interests of the owners of the Defeased 1994 Bonds or the Assignees, and that such amendment will not cause interest on the 1994 Bonds or with respect to the Lease Agreement to become subject to federal income taxation. In connection with any contemplated amendment or revocation of this Escrow Deposit and Trust Agreement, prior written notice thereof and draft copies of the applicable legal documents shall be provided by the City to each rating agency then rating the 1994 Bonds. Section 12. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Deposit and Trust 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 Escrow Deposit and Trust Agreement. Notice of any such invalidity or unenforceability shall be provided to each rating agency then rating the 1994 Bonds. Section 13. Notice of Escrow Bank and City. Any notice to or demand upon the Escrow Bank may be served and presented, and such demand may be made, at the principal corporate trust office of the Escrow Bank as specified by the 1994 Trustee in accordance with the provisions of the 1994 Indenture. Any notice to or demand upon the City shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided in the 1994 Indenture(or such other address as may have been filed in writing by the City with the Escrow Bank). Section 14. Merger or Consolidation of Escrow Bank. Any company into which the Escrow Banl< 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 Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as trustee under the 1994 Indenture, shall be the successor hereunder to the Escrow Bank without the execution or filing of any paper or any further act. -7- Section 15. Execution in Several Counterparts. This Escrow Deposit and Trust 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 all such counterparts shall together constitute but one and the same instrument. Section 16. Business Days. Whenever any act is required by this Escrow Deposit and Trust Agreement to be done on a specified day or date, and such day or date shall be a day other than a business day for the Escrow Bank, then such act may be done on the next succeeding business day. Section 17. Governing Law. This Escrow Deposit and Trust Agreement shall be construed and governed in accordance with the laws of the State of California. 0 EXHIBIT A SCHEDULE OF DEFEASED 1994 BONDS AND NON - DEFEASED 1994 BONDS Maturity Date Quly 1) 2015 2016 2017 2018 2019 2024 Defeased 1994 Bonds $2,515,000 2,672,500 2,840,000 3,017,500 3,205,000 19,300,000 Non- Defeased 1994 Bonds $2,515,000 2,672,500 2,840,000 3,017,500 3,205,000 19,300,000 Exhibit A Total $ 5,030,000 5,345,000 5,680,000 6,035,000 6,410,000 38,600,000 SCHEDULE OF ESCROWED FEDERAL SECURITIES Type Maturity Coupon Principal SLGS 01/01/15 0.050% $ 697,823 SLGS 07/01/15 0.090 3,236,494 SLGS 01/01/16 0.200 644,356 SLGS 07/01/16 0.390 3,317501 SLGS 01/01/17 0.610 567,954 SLGS 07/01/17 0.820 3,409,686 SLGS 01/01/18 1.030 494,917 SLGS 07/01/18 1.230 3,514,965 SLGS 01/01/19 1.430 424,785 SLGS 07/01/19 1.610 3,632,822 SLGS 01/01/20 1.780 356,911 SLGS 07/01/20 1.930 3,767,587 SLGS 01/01/21 2.050 289,959 SLGS 07/01/21 2.150 3,912,932 SLGS 01/01/22 2.240 221,871 SLGS 07/01/22 2.320 4,069,356 SLGS 01/01/23 2.400 151,404 SLGS 07/01/23 2.470 4,238,221 SLGS 01/01/24 2.520 77,906 SLGS 07/01/24 2.570 4,421,388 Price 100.000% 100.000 100.000 100.000 100.000 100.000 100.000 100.000 100.000 100.000 100.000 100.000 100.000 100.000 100.000 100.000 100.000 100.000 100.000 100.000 Exhibit A Cost Accrued Total $ 697,823 $0.00 $ 697,823 3,236,494 0.00 3,236,494 644,356 0.00 644,356 3,317,501 0.00 3,317,501 567,954 0.00 567,954 3,409,686 0.00 3,409,686 494,917 0.00 494,917 3,514,965 0.00 3,514,965 424,785 0.00 424,785 3,632,822 0.00 3,632,822 356,911 0.00 356,911 3,767,587 0.00 3,767,587 289,959 0.00 289,959 3,912,932 0.00 3,912,932 221,871 0.00 221,871 4,069,356 0.00 4,069,356 151,404 0.00 151,404 4,238,221 0.00 4,238,221 77,906 0.00 77,906 4,421,388 0.00 4,421,388 EXHIBIT C PAYMENT SCHEDULE Date Principal Interest Total Payment 07/01/14 — $1,048,437.50 $1,048,437.50 01 /01 /15 — 1,048,437.50 1,048,437.50 07/01/15 $2,515,000.00 1,048,437.50 3,563,437.50 01/01/16 — 969,843.75 969,843.75 07/01/16 2,672,500.00 969,843.75 3,642,343.75 01/01/17 — 886,328.13 886,328.13 07/01/17 2,840,000.00 886,328.13 3,726,328.13 01/01/18 — 797,578.13 797,578.13 07/01/18 3,017,500.00 797,578.13 3,815,078.13 01/01/19 — 703,28125 703,281.25 07/01/19 3,205,000.00 703,281.25 3,908,281.25 01/01/20 — 603,125.00 603,125.00 07/01/20 3,407,500.00 603,125.00 4,010,625.00 01/01/21 — 496,640.63 496,640.63 07/01/21 3,620,000.00 496,640.63 4,116,640.63 01/01/22 — 383,515.63 383,515.63 07/01/22 3,845,000.00 383,515.63 4,228,515.63 01/01/23 — 263,359.38 263,35938 07/01/23 4,085,000.00 263,359.38 4,348,359.38 01/01/24 — 135,703.13 135,703.13 07/01/24 4,342,500.00 135,703.13 4,478,203.13 Exhibit A IN WITNESS WHEREOF the parties hereto have caused this Escrow Agreement to be executed in their respective names by their respective duly authorized officers, all as of the day and year first above written. Attest: Attest: Maria D. Huizarr Secretary Maria D. Hu' . r Clerk of the Council -9- SANTA ANA FINANCING AUTHORITY By David Cavazos( Executive Director CITY OF SANTA ANA n By Davi Cavazos City Manager THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Bank By Deborah D. Young Vice President