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HomeMy WebLinkAboutSA Agenda Packet_04262021SPECIAL SUCCESSOR AGENCY MATTERS NOTICE REGARDING PUBLIC OBSERVATION AND PARTICIPATION IN THE SPECIAL SUCCESSOR AGENCY MATTERS MEETING To comply with Governor Newsom's Executive Order N-29-20 and the Amended Order and Guidance of the Orange County Health Officer issued March 18, 2020 the City of Seal Beach hereby gives notice of the "means by which members of the public may observe the meeting and offer public comment" for the Special Successor Agency Matters meeting on April 26, 2021. Due to the need for social distancing and the prohibition on public gatherings set forth in the County Health Officer's Order, all participation in the above -referenced meeting will be by teleconference for the Members of the City Council and staff. Because of the unique nature of the emergency there will NOT be a physical meeting location and all public participation will be electronic. PUBLIC COMMENT: Members of the public may submit comments on any item on this Special Successor Agency Matters meeting agenda via email to the City Clerk at gharper@sealbeachca.gov or via the comment icon through the online portal at https://www.sealbeachca.gov/Government/Agendas-Notices-Meeting-Videos/Council- Commission-Meetings . All email comments the City Clerk receives before the start of the meeting will be posted on the City website and distributed to City Council. Email comments received after that time will be posted on the City's website and forwarded to the City Council after the meeting. THIS NOTICE AND ELECTRONIC PARTICIPATION PROVISIONS SET FORTH IN THIS NOTICE ARE PROVIDED PURSUANT TO SECTION 3 OF EXECUTIVE ORDER N-29-20. CALL TO ORDER COUNCIL ROLL CALL PUBLIC COMMUNICATIONS (VIA EMAIL ONLY) At this time members of the public may address the Council regarding the items on this Special Successor Agency Matters meeting agenda. Pursuant to the Brown Act, the Council cannot discuss or take action on any items not on the agenda unless authorized by law. Those members of the public wishing to provide comment are asked to send comments via email to the City Clerk at gharper@sealbeachca.gov or via the comment icon on the City website at https://www.sealbeachca.gov/Government/Agendas-Notices-Meeting- Videos/Council-Commission-Meetings before 6 pm on April 26, 2021. Comments provided via email will be posted on the City website for review by the public. Any documents for review should be sent to the City Clerk prior to the meeting for distribution. CONSENT CALENDAR Items on the consent calendar are considered to be routine and are enacted by a single motion with the exception of items removed by Council Members. A. Approval of Successor Agency Minutes for December 14, 2020 - Approve the minutes for the Special meeting of the Successor Agency of the former Seal Beach Redevelopment Agency held on December 14, 2020. B. Demands on City Treasury (Fiscal Year 2021) — April 26, 2021 - Ratification. C. A Resolution of the Board of Directors of the Successor Agency to the Seal Beach Redevelopment Agency Approving the Execution and Delivery of an Escrow Agreement and a Termination of Regulatory Agreement in Connection with the Defeasance and Redemption of the Redevelopment Agency of the City of Seal Beach Mobilehome Park Revenue Bonds (Seal Beach Mobile Home Park Project) Series 2000A and Authorizing and Providing for Other Matters Properly Related Thereto - That the Board of Directors of the Successor Agency to the Seal Beach Redevelopment Agency (the "Successor Agency") adopt Resolution SA 21-01: 1. Approving the forms of an Escrow Deposit and Trust Agreement (the "Escrow Agreement") and a Termination of Regulatory Agreement and Declaration of Restrictive Covenants (the "Termination Agreement," and together with the Escrow Agreement, the "Agreements"); and, 2. Authorizing and directing the Executive Director to execute the Agreements; and, 3. Authorizing additional actions deemed necessary to defease and redeem the Redevelopment Agency of the City of Seal Beach Mobilehome Park Revenue Bonds (Seal Beach Mobile Home Park Project) Series 2000A (the "Bonds") and effectuate the provisions of Resolution SA 21-01. ADJOURNMENT Adjourn the Successor Agency to a date uncertain. SUCCESSOR AGENCY AGENDA STAFF REPORT DATE: April 26, 2021 TO: Honorable Chair and Agency Members THRU: Jill R. Ingram, Executive Director FROM: Gloria D. Harper, Secretary SUBJECT: Approval of Successor Agency Minutes for the Special Meeting of December 14, 2020 SUMMARY OF REQUEST: Approve the minutes for the Special meeting of the Successor Agency of the former Seal Beach Redevelopment Agency held on December 14, 2020. BACKGROUND AND ANALYSIS: This section does not apply to this item. ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: No legal analysis is required for this item. FINANCIAL IMPACT: There is no financial impact for this item. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. Agenda Item A RECOMMENDATION: Approve the minutes for the Special meeting of the Successor Agency of the former Seal Beach Redevelopment Agency held on December 14, 2020. SUBMITTED BY: Gloria D. Harper Gloria D. Harper, Secretary Prepared by: Dana Engstrom, Deputy City Clerk ATTACHMENTS: A. Minutes Page 2 NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, City Manager Seal Beach, California December 14, 2020 The Successor Agency met at 10:30 p.m. via teleconference. ROLL CALL Present: Chair Sustarsic Agency Members: Moore, Kalmick, Varipapa, Massa-Lavitt Absent: None City Staff: Craig A. Steele, City Attorney Jill R. Ingram, City Manager Patrick Gallegos, Assistant City Manager Philip L. Gonshak, Chief of Police Joe Bailey, Chief, Marine Safety Department Kelly Telford, Director of Finance/City Treasurer Steve Myrter, P.E., Director of Public Works Les Johnson, Director of Community Development Gloria D. Harper, City Clerk Dana Engstrom, Deputy City Clerk ORAL COMMUNICATIONS Chair Sustarsic opened oral communications. City Clerk Harper announced that no email communications were received. Chair Sustarsic then closed oral communications. CONSENT CALENDAR Member Massa-Lavitt moved, second by Member Kalmick, to approve Items A through C of the recommended actions on the consent calendar as presented. City Clerk Harper took a roll call vote to approve the consent calendar items. AYES: Moore, Sustarsic, Varipapa, Kalmick, Massa-Lavitt NOES: None ABSENT: None ABSTAIN: None Motion carried A. Approval of Successor Agency Minutes for June 22, 2020 - Approve the minutes for the Special meeting of the Successor Agency of the former Seal Beach Redevelopment Agency held on June 22, 2020. B. Demands on City Treasury (Fiscal Year 2021) — December 14, 2020 - Ratification. C. Recognized Obligation Payment Schedule for Fiscal Year from July 1, 2021 through June 30, 2022 and Related Documents - That the Governing Board of the Successor Agency to the Seal Beach Redevelopment Agency (the "Successor Agency") adopt Resolution SA 20-02, approving the Recognized Obligation Payment Schedule ("ROPS") for the period from July 1, 2021 through June 30, 2022 ("ROPS 21-22") and authorize the Finance Officer to complete the documents. ADJOURNMENT With no objections, Chair Sustarsic adjourned the meeting at 10:34 p.m. to a date uncertain immediately following the City Council meeting. Approved: Attested: Joe Kalmick, Chair Gloria D. Harper, Secretary Gloria D. Harper, Secretary City of Seal Beach Successor Agency for the Seal Beach Redevelopment Agency Fiscal Year 2021 Warrant Listing for Council Meeting 4-26-2021 Approve by Minute Order Demands on Treasury: Warrants-A/P: Checks 1034 - 1038 Total 9,001.42 $ 9,001.42 Year -to -Date: $ 11,133.04 Note: Year-to-date amounts are actual cash disbursements and do not reflect actual expenditures due to year-end accruals. Respectfully submitted by: Kelly TeVlor , CPA Director nance/City Treasurer 04 115 iZD2 1 Date: City of Seal Beach Accounts Payable Printed: 04/15/2021 15:20 User:vrodriguez Checks by Date - Detail By Check Date Detail Check Amount Check No: 1034 Check Date: 12/09/2020 Vendor: RICO2 Richards Watson & Gershon 228537 General - Aug 2020 09/17/2020 1,243.14 228861 General - Sept 2020 10/13/2020 1,265.24 Check Total: 2,508.38 Check No: 1035 Check Date: 12/09/2020 Vendor: BNY01 The Bank of New York Mellon 252-233524 2000 A Riverfront-Redemption Notice Fee 11/16/2020 100.00 Check Total: 100.00 Date Totals: 2,608.38 Check No: 1036 Check Date: 02/04/2021 Vendor: RICO2 Richards Watson & Gershon 229698 Services Nov 2020- General 12/08/2020 416.09 229494 Services Oct 2020- General 11/24/2020 2,050.24 229495 Services Oct 2020- Mobile Home Park 11/24/2020 40.38 229699 Services Nov 2020- Mobile Home Park 12/08/2020 756.51 Check Total: 3,263.22 Date Totals: 3,263.22 Check No: 1037 Check Date: 03/26/2021 Vendor: RICO2 Richards Watson & Gershon 230237 General - Services Dec 2020 01/20/2021 1,210.41 230238 Mobile Home Park Refunding -Svc Dec2020 01/20/2021 232.05 230583 General - Services Jan 2021 02/17/2021 1,437.36 Check Total: 2,879.82 Check No: 1038 Check Date: 03/26/2021 Vendor: WIL43 Willdan Financial Services 010-47096 Disclosure Services 03/03/2021 250.00 Check Total: 250.00 Date Totals: 3,129.82 Report Total: 9,001.42 Page 1 i�0� SEA('ec�9ti f� G� nyy SUCCESSOR AGENCY AGENDA STAFF REPORT DATE: April 26, 2021 TO: Honorable Chair and Agency Members THRU: Jill R. Ingram, Executive Director FROM: Kelly Telford, CPA, Finance Director/Treasurer SUBJECT: A Resolution of the Board of Directors of the Successor Agency to the Seal Beach Redevelopment Agency Approving the Execution and Delivery of an Escrow Agreement and a Termination of Regulatory Agreement in Connection with the Defeasance and Redemption of the Redevelopment Agency of the City of Seal Beach Mobilehome Park Revenue Bonds (Seal Beach Mobile Home Park Project) Series 2000A and Authorizing and Providing for Other Matters Properly Related Thereto SUMMARY OF REQUEST: That the Board of Directors of the Successor Agency to the Seal Beach Redevelopment Agency (the "Successor Agency") adopt Resolution SA 21-01: 1. Approving the forms of an Escrow Deposit and Trust Agreement (the "Escrow Agreement") and a Termination of Regulatory Agreement and Declaration of Restrictive Covenants (the "Termination Agreement," and together with the Escrow Agreement, the "Agreements"); and, 2. Authorizing and directing the Executive Director to execute the Agreements; and, 3. Authorizing additional actions deemed necessary to defease and redeem the Redevelopment Agency of the City of Seal Beach Mobilehome Park Revenue Bonds (Seal Beach Mobile Home Park Project) Series 2000A (the "Bonds") and effectuate the provisions of Resolution SA 21-01. BACKGROUND AND ANALYSIS: Before its dissolution, the City of Seal Beach Redevelopment Agency (the "RDA") issued the Bonds pursuant to an Indenture of Trust (the "Indenture"). Proceeds of the Bonds were used to make a loan (the "Bond Loan") to LINC Community Agenda Item C Development Corporation ("LINC") for LINC's acquisition of the Seal Beach Mobile Home Park (the "Project"). In connection with the Bonds, the RDA and LINC entered into a Regulatory Agreement and Declaration of Restrictive Covenants (the "Bond Regulatory Agreement"). Seal Beach Shores, Inc. ("Seal Beach Shores") is the successor to LINC with respect to the Project. Pursuant to the Indenture, the Bonds are subject to optional redemption, at Seal Beach Shores' request. Seal Beach Shores has informed the Successor Agency that it obtained a commitment for a new loan (the "New Loan") and desires to use a portion of the proceeds of the New Loan to refund the Bond Loan in full. Such refunding will cause a defeasance and redemption (i.e., pay-off) of the Bonds and the termination and discharge of the Indenture. Seal Beach Shores has requested that the Successor Agency enter into the Agreements for the purpose of such defeasance and redemption. Enclosed are the forms of the Agreements presented by Seal Beach Shores for review and approval. The Agreements consist of the Escrow Agreement and the Termination Agreement. If approved, Seal Beach Shores expects to close the New Loan in June 2021. Proceeds of the New Loan (together with certain other moneys held under the Indenture) will be deposited into an escrow fund (the "Escrow Fund") to be established under the Escrow Agreement. The bond trustee will send notices to holders of the Bonds as required by the Indenture and use the moneys in the Escrow Fund to redeem the Bonds around 30 days after the New Loan closing date. The Termination Agreement memorializes the termination of the Bond Regulatory Agreement upon the defeasance of the Bonds (i.e., deposit of moneys in the Escrow Fund). In the year 2000, concurrently with the issuance of the Bonds, the RDA and LINC also entered into a Loan and Grant Agreement (the "Agency Loan Agreement") and a related separate Regulatory Agreement (the "Agency Regulatory Agreement"). Under the Agency Loan Agreement, the RDA agreed to provide certain additional monetary assistance, including an amount up to $180,000 per year for 20 years (the "Annual Rental Subsidy"), for deposit into a fund called the "Rental Assistance Fund." The Rental Assistance Fund is held by the bond trustee under the Indenture. In exchange, LINC (as succeeded by Seal Beach Shores) agreed to comply with certain affordable housing covenants for 55 years. When the RDA was dissolved in 2012, the RDA's housing function was transferred to the County Housing Authority, which serves as the "housing successor." Other than as related to the Rental Assistance Fund as described below, the Agency Loan Agreement and the Agency Regulatory Agreement have now been assumed by the County Housing Authority. By operation of the redevelopment dissolution law, the Annual Rental Subsidy remained as a funding obligation of the Successor Agency though Fiscal Year 2019-20. The Successor Agency has been informed that there is expected to be a remaining balance of approximately $535,000 in the Rental Assistance Fund in Page 2 June 2021. Upon redemption of the Bonds, the remaining balance of the Rental Assistance Fund will be remitted to the Successor Agency on the closing date of the New Loan. Per instructions from the California State Department of Finance, the Successor Agency will have to coordinate with the County Auditor -Controller, for the subsequent transfer of such money to the County Auditor -Controller for distribution to the taxing entities. Upon the pay-off the Bonds, the Successor Agency will have no further remaining enforceable obligations and can begin the process of winding down the Successor Agency. ENVIRONMENTAL IMPACT: There is no environmental impact related to this item. LEGAL ANALYSIS: Successor Agency counsel has approved the proposed resolution and Agreements as to form. FINANCIAL IMPACT: There is no financial impact for this item. STRATEGIC PLAN: This item is not applicable to the Strategic Plan. MEASURE BB: This item is not applicable to Measure BB, the Seal Beach Neighborhood and Essential Services Protection Measure. RECOMMENDATION: That the Board of Directors of the Successor Agency to the Seal Beach Redevelopment Agency (the "Successor Agency") adopt Resolution SA 21-01: 1. Approving the forms of an Escrow Deposit and Trust Agreement (the "Escrow Agreement") and a Termination of Regulatory Agreement and Declaration of Restrictive Covenants (the "Termination Agreement," and together with the Escrow Agreement, the "Agreements"); and 2. Authorizing and directing the Executive Director to execute the Agreements; and 3. Authorizing additional actions deemed necessary to defease and redeem the Redevelopment Agency of the City of Seal Beach Mobilehome Park Revenue Page 3 Bonds (Seal Beach Mobile Home Park Project) Series 2000A (the "Bonds") and effectuate the provisions of Resolution SA 21-01. SUBMITTED BY: Kelly Telford Kelly Telford, CPA, Finance Director/Treasurer ATTACHMENTS: NOTED AND APPROVED: Jill R. Ingram Jill R. Ingram, Executive Director A. Resolution SA 21-01 B. Escrow Agreement (substantial final form) C. Termination Agreement (substantial final form) D. Instructions to bond trustee regarding transfer of funds (substantial final form) Page 4 RESOLUTION 21-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY APPROVING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT AND A TERMINATION OF REGULATORY AGREEMENT IN CONNECTION WITH THE DEFEASANCE AND REDEMPTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH MOBILEHOME PARK REVENUE BONDS (SEAL BEACH MOBILE HOME PARK PROJECT) SERIES 2000A AND AUTHORIZING AND PROVIDING FOR OTHER MATTERS PROPERLY RELATED THERETO WHEREAS, the former City of Seal Beach Redevelopment Agency (the "Former Agency") was a redevelopment agency duly formed pursuant to the Community Redevelopment Law, set forth in Part 1 of Division 24 of the California Health and Safety Code ("HSC"); and WHEREAS, pursuant to AB X1 26 (enacted in June 2011) and the California Supreme Court's decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Former Agency was dissolved as of February 1, 2012, the Successor Agency was constituted as the successor entity to the Former Agency; and WHEREAS, prior to its dissolution, the Former Agency issued its $6,750,000 Redevelopment Agency of the City of Seal Beach Mobilehome Park Revenue Bonds (Seal Beach Mobile Home Park Project) Series 2000A (the "Bonds") pursuant to that certain Indenture of Trust dated December 1, 2000 (the "Indenture"), by and between the Former Agency and U.S. Bank National Association, as successor to MUFG Union Bank, N.A., previously known as Union Bank of California, N.A. (the "Trustee") for the purpose of making a loan (the "Loan") to LINC Community Development Corporation, a California nonprofit public benefit corporation ("LINC"), to enable LINC to finance the acquisition of the Seal Beach Mobile Home Park (the "Project"); and WHEREAS, the Loan was made pursuant to that certain Loan Agreement dated as of December 1, 2000 (the "Loan Agreement"), by and among the Former Agency, the Trustee and LINC and was evidenced by a note (the "Note") executed by LINC; and WHEREAS, in connection with the issuance of the Bonds, the Former Agency entered into a Regulatory Agreement and Declaration of Restrictive Covenants dated as of December 1, 2000 (the "Bond Regulatory Agreement") with the Trustee and LINC, which agreement, among other things, set forth certain restrictions applicable to the Project, which restrictions were intended to assure continued compliance with the provisions of the Internal Revenue Code of 1986, as amended; and WHEREAS, the Bond Regulatory Agreement provides that it shall remain in full force and effect during the Qualified Project Period (as defined in the Bond Regulatory Agreement) 1 83634.00001\32869085.4 and the Qualified Project Period will expire upon the redemption of the Bonds and all and several of the terms there of will terminate and be of no further force and effect; and WHEREAS, the Note, Loan Agreement, Bond Regulatory Agreement and Loan and Grant Regulatory Agreement (as defined below) have previously been assigned by LI NC to Seal Beach Shores, Inc., a California nonprofit public benefit corporation (the "Borrower"); and WHEREAS, the Borrower has obtained a commitment for a new loan and desires to use a portion of the proceeds of such loan to prepay the Note in full and thereby defease and redeem the Bonds in full pursuant to the Indenture and cause the termination and discharge of the Loan Agreement and the Indenture; and WHEREAS, pursuant to the Indenture the Bonds are subject to optional redemption at the option of the Successor Agency, at the request of the Borrower and the Borrower has requested that the Successor Agency process the defeasance and redemption of the Bonds in accordance with the provisions of the Indenture; and WHEREAS, the Borrower has presented to the Successor Agency forms of the following documents: (1) an Escrow Deposit and Trust Agreement (the "Escrow Agreement"), by and among the Successor Agency and U.S. Bank National Association, as escrow bank, pertaining to the defeasance and redemption of the Bonds and (2) a Termination of Regulatory Agreement and Declaration of Restrictive Covenants (the "Termination of Bond Regulatory Agreement"), by and among the Successor Agency, the Trustee and the Borrower, pertaining to the termination of the Bond Regulatory Agreement. NOW, THEREFORE, the BOARD OF DIRECTORS OF the SEAL BEACH SUCCESSOR DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Recitals. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference. Section 2. Approval of Escrow Agreement and Termination of Bond Regulatory Agreement. The forms of the Escrow Agreement and Termination of Bond Regulatory Agreement on file with the Successor Agency Board Secretary are hereby approved and the Executive Director of the Successor Agency (the "Authorized Officer") is hereby authorized, for and in the name and on behalf of the Successor Agency, to execute and deliver the Escrow Agreement and the Termination of Bond Regulatory Agreement in substantially the such, with such changes therein as the Executive Director may approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 3. Ratification. All actions heretofore taken by the officers of the Successor Agency with respect to the defeasance and refunding of the Bonds are hereby approved, confirmed and ratified. Section 4. Other Acts. The Authorized Officer and any and all other officials of the Successor Agency are hereby authorized and directed, for and in the name and on behalf of the Successor Agency to execute and deliver such certificates and agreements which are deemed necessary to defease and redeem the Bonds and to effectuate the provisions of this Resolution. 2 83634.00001\32869085.4 Section 5. Effective Date. This Resolution shall take effect immediately upon its passage. PASSED, APPROVED AND ADOPTED by the Board of Directors of the Successor Agency to the Seal Beach Redevelopment Agency at a meeting held on the 26th day of April, 2021 by the following vote: AYES: Council Members NOES: Council Members ABSENT: Council Members F-11 1.3 1r_1nll�ireffl M ILTA[ai, 07 Joe Kalmick, Chair ATTEST: Gloria D. Harper, Secretary 3 83634.00001\32869085.4 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF SEAL BEACH ) I, Gloria D. Harper, Secretary of the Successor Agency to the Seal Beach Redevelopment Agency, do hereby certify that the foregoing resolution is the original copy of Resolution 21-01 on file in the office of the City Clerk of the City of Seal Beach, passed, approved, and adopted by the Board of Directors of the Successor Agency to the Seal Beach Redevelopment Agency at a regular meeting held on the 26th day of April, 2021. Gloria D. Harper, Secretary 4 83634.00001\32869085.4 ESCROW DEPOSIT AND TRUST AGREEMENT by and among SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY, SEAL BEACH SHORES, INC, and U.S. BANK NATIONAL ASSOCIATION Dated as of , 2021 Relating to REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH MOBILEHOME PARK REVENUE BONDS (SEAL BEACH MOBILE HOME PARK PROJECT) SERIES 2000A 83 634.00001 \32869214.4 ESCROW DEPOSIT AND TRUST AGREEMENT This ESCROW DEPOSIT AND TRUST AGREEMENT (this "Agreement"), dated as of , 2021, by and among the SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY, a public entity existing under the laws of the State of California (the "Successor Agency"), as successor agency to the REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH (the "Former Agency"), SEAL BEACH SHORES, INC., a California nonprofit public benefit corporation (the `Borrower"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, acting as successor trustee for the Bonds (defined below) and as escrow bank hereunder (as applicable, the "Trustee," or the "Escrow Bank"); WITNESSETH WHEREAS, the Former Agency has previously issued its $6,750,000 Redevelopment Agency of the City of Seal Beach Mobile Home Park Revenue Bonds (Seal Beach Mobile Home Park Project) Series 2000A (the "Bonds"), pursuant to that certain Indenture of Trust dated as of December 1, 2000 (the "Indenture"), by and between the Former Agency and MUFG Union Bank, N.A. formerly known as Union Bank of California, N.A. (the "Former Trustee") ; and WHEREAS, payment of principal and interest on the Bonds is insured for the benefit of holders of the Bonds by ACA Financial Guaranty Corporation ("ACA"); and WHEREAS, by implementation of California Assembly Bill X1 26, which amended provisions of the California Redevelopment Law, (found at Health and Safety Code Section 33000, et.seq.) and the California Supreme Court's decision in California Redevelopment Association v. Matosantos, the Former Agency was dissolved on February 1, 2012 in accordance with California Assembly Bill X1 26 approved by the Governor of the State of California on June 28, 2011 ("AB 26"), and on February 1, 2012, the Successor Agency, in accordance with and pursuant to AB 26, assumed the duties and obligations set forth in AB 26 for the Former Agency, including, without limitation, the obligations of the Former Agency under the Indenture and related documents to which the Former Agency was a parry; and WHEREAS, the Bonds were issued for the purpose of making a loan, as evidenced by a note (the "Note"), to LINC Community Development Corporation, a California nonprofit public benefit corporation ("LINC"), pursuant to that certain Loan Agreement dated as of December 1, 2000 (the "Loan Agreement"), by and among the Former Agency, the Former Trustee and LINC, to enable LINC to finance the acquisition of the Seal Beach Mobile Home Park; and WHEREAS, the Note and Loan Agreement have previously been assigned by LINC to the Borrower and the Borrower has obtained a new loan (the "Loan") and desires to use a portion of the proceeds of the Loan to defease and redeem the Bonds and has requested that the Successor Agency defease and redeem the Bonds; and -1- 83634.00001\32869214.4 WHEREAS, the Successor Agency has determined to defease and redeem, at this time, the Bonds; and WHEREAS, in order to provide funds for such purpose, a portion of the proceeds the Loan, together with certain other moneys, will be used for the purpose of redeeming the Bonds on , 2021 (the "Redemption Date") at a redemption price of 100% (the "Redemption Price") of par plus accrued interest to the Redemption Date as required under the Indenture; and WHEREAS, the Successor Agency, the Borrower and the Escrow Bank wish to enter into this Agreement for the purpose of providing the terms and conditions relating to the deposit and application of moneys to provide for the redemption of the Bonds in full, pursuant to and in accordance with the provisions of the Indenture. NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: Section 1. Establishment of Escrow Fund. There is hereby created the Redevelopment Agency of the City of Seal Beach Mobile Home Park Revenue Bonds (Seal Beach Mobile Home Park Project) Series 2000A Escrow Fund (the "Escrow Fund") to be held by the Escrow Bank as an irrevocable escrow securing the payment of the Bonds as hereinafter set forth until the Redemption Price of the Bonds plus accrued interest has been paid in full. All cash in the Escrow Fund is hereby irrevocably pledged as a special fund for the payment of the Redemption Price on the Bonds to be redeemed on the Redemption Date and accrued interest on such Bonds to the Redemption Date. If at any time the Escrow Bank shall receive actual knowledge that the cash in the Escrow Fund will not be sufficient to make any payments required by Section 3 hereof, the Escrow Bank shall notify the Successor Agency of such fact and the Successor Agency shall immediately cure such deficiency from any source of legally available funds. Section 2. Deposit into Escrow Fund.. On , 2021 (the "Closing Date"), MUFG Union Bank, N.A. acting in its capacity as the Former Trustee for the Bonds, is hereby instructed to wire to U.S. Bank National Association as Escrow Bank from accounts established under the Indenture the following amounts: (i) $[ ] from the Debt Service Reserve Fund, (ii) $[ ] from the Operating Reserve Fund and (iii) $[ ] from the Debt Service Fund and transfer such amounts to the Escrow Bank for deposit into the Escrow Fund. On the Closing Date, the Borrower will transfer $ of the proceeds of the Loan to the Escrow Bank for deposit into the Escrow Fund. The Escrow Bank shall hold all moneys deposited into the Escrow Fund in cash uninvested (the "Cash"). The Cash shall be deposited with and held by the Escrow Bank in the Escrow Fund therein solely for the uses and purposes set forth herein. The Escrow Bank shall have no lien upon or right of set-off against the Cash at any time on deposit in the Escrow Fund. -2- 83634.00001\32869214.4 Section 3. Instructions as to Application of Deposit. The total amount of Cash deposited in the Escrow Fund pursuant to Section 2 shall be applied by the Escrow Bank to the payment on the Redemption Date of the Redemption Price of the Bonds, together with interest thereon to the Redemption Date. Section 4. Application of Certain Terms of Prior Issuance Documents. Except as may be modified herein, all of the terms of the Indenture relating to the redemption of the Bonds are incorporated in this Agreement as if set forth in full herein. Section 5. Proceedings for Redemption of the Bonds. The Successor Agency hereby irrevocably elects to redeem the Bonds in full pursuant to the Indenture on the Redemption Date at the Redemption Price, together with interest to the Redemption Date. The Successor Agency, at the request of the Borrower, has previously instructed U.S. Bank National Association as successor Trustee to MUFG Union Bank, N.A., on , 2021, to give a conditional notice of redemption in the form attached hereto as Exhibit A with respect to the Bonds to the Owners (as defined in the Indenture) thereof by no later than , 2021 at the expense of the Borrower. Section 6. Compensation to Escrow Bank. The Borrower shall pay the Escrow Bank full compensation for its duties under this Agreement, including out-of-pocket costs such as publication costs, redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in or credited to the Escrow Fund be deemed to be available for said purposes. Section 7. 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 Agreement unless the Successor Agency shall have deposited sufficient funds therefor with the Escrow Bank. The Escrow Bank may rely and shall be protected in acting upon the written instructions of the Successor Agency or its agents relating to any matter or action as Escrow Bank under this Agreement. The Escrow Bank may consult with counsel of its own choice (which may be counsel to the Successor Agency or the Borrower) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action in accordance with such opinion of counsel. The Escrow Bank shall not be responsible for any of the recitals or representations contained herein. The Escrow Bank 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 and interest on the Bonds. The Escrow Bank shall not be liable for any action or omission of the Successor Agency or the Borrower under this Agreement or the Bonds. -3- 83634.00001\32869214.4 Whenever in the administration of this Agreement the Escrow Bank 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 Bank, be deemed to be conclusively proved and established by a certificate of an authorized representative of the Successor Agency or the Borrower, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Bank, be full warrant to the Escrow Bank for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof. The Escrow Bank may conclusively rely, as to the truth and accuracy of the statements and correctness of the opinions and the calculations provided, and shall be protected and indemnified, in action, or refraining from acting, upon any written notice, instruction, request, certificate, document or opinion furnished to the Escrow Bank which the Escrow Bank in good faith believes was signed or presented by the proper parry, and it need not investigate any fact or matter stated in such notice, instruction, request, certificate or opinion. The Escrow Bank may at any time resign by giving written notice to the Successor Agency and the Borrower of such resignation. The Successor Agency or the Borrower shall promptly appoint a successor Escrow Bank by the resignation date. Resignation of the Escrow Bank will be effective upon acceptance of appointment by a successor Escrow Bank. If the Successor Agency or the Borrower do not appoint a successor, the Escrow Bank may petition any court of competent jurisdiction for the appointment of a successor Escrow Bank, 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 Bank. After receiving a notice of resignation of an Escrow Bank, the Successor Agency or the Borrower may appoint a temporary Escrow Bank to replace the resigning Escrow Bank until the Successor Agency or the Borrower appoints a successor Escrow Bank. Any such temporary Escrow Bank so appointed by the Successor Agency or the Borrower shall immediately and without further act be superseded by the successor Escrow Bank so appointed. The Borrower covenant to indemnify and hold harmless the Escrow Bank against any loss, liability or expense, including legal fees, incurred in connection with the performance of any of its duties hereunder, except the Escrow Bank shall not be indemnified against any loss, liability or expense resulting from its negligence or willful misconduct. No provision of this Agreement shall require the Escrow Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder. Section 8. Delivery of Opinion. On the Closing Date, the Borrower shall cause to be delivered to the Successor Agency, ACA and the Trustee, as addressees, an opinion of Bond Counsel to the effect that: (i) upon the deposit of moneys in the Escrow Fund pursuant to Section 2 of this Agreement, all actions required for the defeasance of the Bonds shall have been taken and the Bonds shall be defeased, (ii) the federal tax-exempt status of the Bonds shall not be adversely impacted by the defeasance and redemption contemplated hereby; and further, such opinion shall otherwise satisfy the requirements of Section 13.2 of the Indenture. -4- 83634.00001\32869214.4 Section 9. Indemnification of Successor Agency. The Borrower hereby affirms Section 8.10 of the Loan Agreement regarding the survival of the Successor Agency's right to indemnification and right to payment as set forth therein. To the fullest extent permitted by law, the Borrower shall indemnify, hold harmless and defend the Successor Agency and its officers, governing members, directors, officials, employees, attorneys and agents (collectively, the "Indemnified Parties"), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to this Agreement or the execution or amendment hereof, or in connection with the defeasance or redemption of the Bonds. Section 10. Amendment. This Agreement may be amended by the parties hereto, subject to ACA's rights in Section 12 hereof, but only if there shall have been filed with the Successor Agency, the Borrower and the Escrow Bank a written opinion of Bond Counsel stating that such amendment will not materially adversely affect the interests of the owners of the Bonds, and that such amendment will not cause interest on the Bonds to become includable in the gross incomes of the owners thereof for federal income tax purposes. Section 11. Merger or Consolidation. Any company into which the Escrow Bank 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 parry or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business, shall be the successor to the Escrow Bank and vested with all of the title to the trust estate and all of the trusts, powers, discretion, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding. Section 12. ACA Provisions. Any substitution of securities hereunder shall require a verification of an independent certified public accountant and the prior written consent of ACA. Neither the Successor Agency nor the Borrower will exercise any optional redemption of the Bonds or any other redemption other than mandatory sinking fund redemption unless as a condition of any such redemption there shall be provided to ACA a verification of an independent certified public accountant as to the sufficiency of escrow receipts without reinvestment to meet the escrow requirements following such redemption. Neither the Successor Agency nor the Borrower shall amend this Escrow Agreement or enter into a forward purchase agreement or any other agreement with respect to rights in this Escrow Agreement without the prior written consent of ACA. ACA is a third -parry beneficiary of this Agreement and shall be entitled to enforce the provisions of this Agreement as if it were a party hereto. Section 13. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 14. Headings. Any heading preceding the text of the several Sections hereof, any table of contents appended to copies hereof, shall be solely for convenience of reference and -5- 83634.00001\32869214.4 shall not constitute a part of this Escrow Agreement, nor shall they affect its meaning, construction or effect. Section 15. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. [Remainder of this page intentionally left blank.] -6- 83634.00001\32869214.4 IN WITNESS WHEREOF, the Successor Agency, the Borrower and the Escrow Bank have each caused this Agreement to be executed by their duly authorized officers all as of the date first above written. SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY Authorized Officer SEAL BEACH SHORES, INC., as Borrower Authorized Officer U.S. BANK NATIONAL ASSOCIATION, as Escrow Bank and Trustee By: Authorized Officer -Signature Page - Escrow Agreement S-1 83 634.00001 \32869214.4 EXHIBIT A REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH MOBILE HOME PARK REVENUE BONDS (SEAL BEACH MOBILE HOME PARK PROJECT) SERIES 2000A DIRECTION TO TRUSTEE REGARDING REDEMPTION OF SERIES 2000A BONDS The undersigned is an authorized representative of the Successor Agency to the Seal Beach Redevelopment Agency (the "Successor Agency"), as successor to the Redevelopment Agency of the City of Seal Beach, and hereby certifies to U.S. Bank National Association as successor trustee to MUFG Union Bank, N.A., (the "Trustee"), with respect to the above captioned bonds (the "Bonds"), that the Successor Agency, at the request of Seal Beach Shores, Inc. (the "Borrower"), intends to redeem all of the outstanding Bonds (such bonds hereinafter referred to as, the "Redeemed Bonds"), from the proceeds of a new loan of the Borrower on I], 2021. The Successor Agency hereby directs the Trustee to send, by no later than [ ], 2021, conditional notices of redemption for the Redeemed Bonds, in the form attached hereto as Exhibit A, in accordance with Section 4.5 of the Indenture of Trust, dated as of December 1, 2000, by and between the Successor Agency and the Trustee, to the persons required thereby, including the ACA (as such term is defined therein). Dated: , 2021 SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY Authorized Representative A-1 83634.00001\32869214.4 EXHIBIT A Notice of Redemption REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH MOBILE HOME PARK REVENUE BONDS (SEAL BEACH MOBILE HOME PARK PROJECT) Dated: [ ], 2021 NOTICE IS HEREBY GIVEN to the registered owners of the above -referenced bonds identified in the table below (the "Bonds") dated December 20, 2000 and issued under an Indenture of Trust dated as of December 1, 2000, by between the Successor Agency to the Seal Beach Redevelopment Agency (the "Successor Agency"), as successor to the Redevelopment Agency of the City of Seal Beach, and U.S. Bank National Association as successor trustee to MUFG Union Bank, N.A., as trustee, that the Bonds have been called for redemption on [ ], 2021 (the "Redemption Date") at a redemption price equal to the principal amount specified above, plus accrued interest as of the Redemption Date, without premium (the "Redemption Price"). Maturity Date Rate IMPORTANT NOTICE: Principal Amount to be Redeemed CUSIP* This notice of redemption is conditioned on the receipt of funds by the Successor Agency and delivery thereof to the Trustee in an amount sufficient to pay the Redemption Price of the Bonds, on or prior to the Redemption Date. In the event such funds are not received, the Trustee shall mail notice of cancellation of the notice of redemption to the registered owners of the Bonds. Called Bonds must be surrendered at the principal corporate trust office of U.S. Bank National Association as successor trustee to MUFG Union Bank, N.A., as Trustee, at the following address by U.S. Mail, Certified Mail, Registered Mail, Overnight Express or Delivery in Person: U.S. Bank National Association Attn: Global Corporate Trust 111 Fillmore Ave. East St. Paul, MN 55107 To avoid a 28% back-up withholding tax required by Federal law, holders of Bonds must submit with their Bonds a completed IRS Form W-9. A-2 83634.00001\32869214.4 *The CUSIP number has been assigned by CUSIP Global Services and is included solely for the convenience of the holders of Bonds. Neither the Successor Agency nor the Trustee shall be responsible for the selection or use of the CUSIP numbers nor is any representation made as to their correctness on the Bonds or as indicated in any redemption Notice. By: U.S. Bank National Association. as Trustee A-3 83634.00001\32869214.4 Recording Requested By and When Recorded Mail To: Space above for Recorder's Use Only TERMINATION OF REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS THIS TERMINATION OF REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (this "Termination") is dated for reference purposes as of , 2021, by and among the Successor Agency to the Seal Beach Redevelopment Agency, a public agency existing under the laws of the State of California ("Successor Agency"), as successor agency to the Redevelopment Agency of the City of Seal Beach (the "Former Agency"), U.S. Bank National Association, successor to MUFG Union Bank, N.A, formerly known as Union Bank of California, N.A., as trustee ("Trustee"), and Seal Beach Shores, Inc., a California nonprofit public benefit corporation, as assignee of LINC Community Development Corporation, as borrower (`Borrower"). RECITALS A. City, Trustee, and Borrower, are parties to that certain Regulatory Agreement and Declaration of Restrictive Covenants dated as of December 1, 2000 (the "Regulatory Agreement"), recorded on December 20, 2000 as Instrument No. 20000690068 in the Official Records of Orange County, California and recorded on December 21, 2000 as Instrument No. 001989452 in the Official Records of Los Angeles County, California (the "Official Records"), in connection with the issuance of the $6,750,000 Redevelopment Agency of the City of Seal Beach Mobile Home Park Revenue Bonds (Seal Beach Mobile Home Park Project) Series 2000A (the "Bonds") to finance the mobile home park located on the property described in Exhibit "A" attached hereto (the "Project"). B. Section 11 of the Regulatory Agreement provides that the Regulatory Agreement shall remain in full force and effect during the Qualified Project Period (as defined in the Regulatory Agreement). C. The Qualified Project Period ends on the latest of the following: (i) the date which is fifteen (15) years after the date on which at least fifty percent (50%) of the residential units in the Project are occupied; (ii) the first day on which no tax-exempt private activity bond issued with respect to the Project is outstanding; or (iii) the date on which any assistance provided with respect to the Project under section 8 of the United States Housing Act of 1937 terminates. D. More than fifteen (15) years have elapsed since the date on which fifty percent (50%) of the residential units in the Project were first occupied. 1 83634.00001 \32995390.3 E. On [ , 2021 ] no tax-exempt private activity bond issued with respect to the Project is outstanding. F. Borrower represents and warrants that no assistance under section 8 of the United States Housing Act of 1937 is being provided to the Project. G. The Qualified Project Period has therefore expired. H. The Bonds have been defeased in full, notice of their redemption has been provided, the Bonds are no longer outstanding, and therefore, the Regulatory Agreement has terminated in accordance with its terms. NOW, THEREFORE, the parties hereto acknowledge that the foregoing recitals are true and correct, and in consideration of the foregoing, the parties hereby agree as follows: 1. Termination of Regulatory Agreement. The parties acknowledge and agree in reliance on the Borrower's Certification in this Section 1, that the Regulatory Agreement, and all and several of the terms thereof, have terminated, and shall be of no further force and effect. Borrower shall have no continuing obligations or liability under the Regulatory Agreement, except for such provisions therein which, by their terms, survive. The Borrower hereby certifies to the Successor Agency and the Trustee that the Qualified Project Period has expired. 2. Release of Lien. Notwithstanding any other provision of the Regulatory Agreement or this Termination, the Regulatory Agreement shall no longer run with the land or continue to be a lien on the Project. 3. Concerning the Trustee. The Borrower and Successor Agency, by their execution of this Termination, request that Trustee join in the execution of this Termination. Trustee is not responsible for the recitals in this Termination. 4. Indemnification of Successor Agency. To the fullest extent permitted by law, the Borrower shall indemnify, hold harmless and defend the Successor Agency and its officers, governing members, directors, officials, employees, attorneys and agents (collectively, the "Indemnified Parties"), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys' fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to this Termination or the execution hereof. 5. Counterparts. This Termination may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. 2 83634.00001 \32995390.3 6. Recording. The parties agree that this Termination shall be recorded in the Official Records. Governing Law. This Termination is governed by the laws of the State of California. [Signature page follows] 83634.00001 \32995390.3 IN WITNESS WHEREOF, the undersigned have executed this Termination as of the date first above written. SUCCESSOR AGENCY: SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY By: Name: Title: BORROWER: SEAL BEACH SHORES, INC. By: Name: Title: TRUSTEE: U.S. BANK NATIONAL ASSOCIATION By: Name: Title: S-1 83634.00001 \32995390.3 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , 2021 before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: 83634.00001 \32995390.3 (seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , 2021 before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: 83634.00001 \32995390.3 (seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , 2021 before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: 83634.00001 \32995390.3 (seal) EXHIBIT "A" LEGAL DESCRIPTION (Attached) EXHIBIT "A" 83634.00001 \32995390.3 Occu,nents pmAded by DaleTree LLC Na Wproprietaryrmag,ng and dellmy system. Copyrgh12003,.Ni flq� re —d EXHIBIT A PORTION OF THAT PARCEL OF LAND GRANTED TO THE CITY OF SEAL BEACH BY THAT CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT OF LOS ANGELES COUNTY, CASE NO, C-78004, PARCEL 4, A CERTIFIED COPY OF WHICH WAS RECORDED MARCH 23, 1977 IN BOOK 12115, PAGE 196 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA; AND A PORTION OF TIDE LAND LOCATION NO. 137 "SURVEY NO. 106", AS PATENTED BY THE STATE OF CALIFORNIA ON FEBRUARY 12, 1901 AND RECORDED APRIL 27, 1901 IN BOOK 9, PAGE 105 OF PATENTS, RECORDS OF LOS ANGELES COUNTY, AND RECORDED SEPTEMBER 5, 1905 IN BOOK 1, PAGE 231 OF PATENTS, RECORDS ORANGE COUNTY; SAID ABOVE PORTIONS OF LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, BEGINNING AT THE MOST NORTHERLY CORNER OF TRACT NO. 9783,AS SHOWN ON MAP FILED IN BOOK 437, PAGES 32 TO 36 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY; SAID CORNER BEING A POINT IN THE SOUTHEASTERLY LINE OF THE LOS ANGELES COUNTY FLOOD CONTROL DISTRICT LAND DESCRIBED AS PARCEL 8 IN SUPERIOR COURT CASE NO, 231287, IN AND FOR THE COUNTY OF LOS ANGELES, IN BOOK 2383, PAGE 42, RECORDS OF ORANGE COUNTY, SAID SOUTHEASTERLY LINE BEING A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 2000.00 FEET, A RADIAL LINE FROM SAID POINT BEARS - SOUTH 350 57' 65" EAST; THENCE NORTHEASTERLY ALONG SAID CURVE AND SOUTHEASTERLY LINE, AN ARC DISTANCE OF 356,05 FEET; THENCE TANGENT TO SAID CURVE AND CONTINUING ALONG SAID SOUTHEASTERLY LINE, NORTH 540 02' 06" EAST 239.79 FEET TO THE NORTHEASTERLY LINE OF THAT 200.00 FOOT WIDE STRIP OF LAND DESCRIBED IN THE QUITCLAIM DEED TO THE PACIFIC ELECTRIC RAILWAY COMPANY, RECORDED FEBRUARY 21, 19261N BOOK 514, PAGE 44 OF DEEDS, RECORDS OF ORANGE COUNTY; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE, SOUTH 420 15' 32" EAST 492.08 FEET TO THE NORTHWESTERLY LINE OF FIRST STREET, AS IT NOW EXISTS, SAID LAST MENTIONED NORTHWESTERLY LINE BEING A LINE PARALLEL WITH AND DISTANT NORTHWESTERLY 1 10.00 FEET, MEASURED AT RIGHT ANGLES FROM THE BOUNDARY LINE OF THE RANCHO LOS ALAMITOS, PER MAP RECORDED IN BOOK 1, PAGES 460, 461 AND 462 OF PATENTS OF LOS ANGELES COUNTY, CALIFORNIA, AND AS SHOWN ON RECORD OF SURVEY RECORDED IN RECORD OF SURVEY BOOK 90, PAGES 23 TO 30, AND AS MORE PARTICULARLYESTABLISHED BY SEAL BEACH BOUNDARY LINE AGREEMENT NO. 2 DATED FEBRUARY 5, 1968 AND RECORDED APRIL 8, 1968 IN BOOK 8565, PAGE 1 OF OFFICIAL RECORDS OF ORANGE COUNTY; THENCE SOUTHWESTERLY ALONG SAID LAST MENTIONED PARALLEL LINE, AND THE NORTHWESTERLY LINE OF FIRST STREET, SOUTH 540 48' 38" WEST 606.81 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY, AND HAVING A RADIUS OF 610.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, AN ARC DISTANCE OF 6.79 FEET TO THE MOST EASTERLY BOUNDARY CORNER OF SAID TRACT NO. 9783; THENCE NORTHWESTERLY ALONG THE NORTHEASTERLY BOUNDARY LINE OF SAIDTRACT NO, 9763,THE FOLLOWING COURSES - A -1 83634.00001\32995390.3 Oaoome provided by Mt.T a LLCNa if. proprietary imaging and d.11 -y ayM.. O."g M20M. All ngh4 —.-d EXHIBIT AI (CONTINUED) NORTH 4211 17' 11" WEST 203.39 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 15.00 FEET; THENCE NORTHERLY ALONG SAID CURVE, AN ARC DISTANCE OF 21.79 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 1 12.50 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE, AN ARC DISTANCE OF 10.24 FEET TO THE INTERSECTION OF A NON -TANGENT LINE BEARING NORTH 430 58'37" WEST, A LINE FROM SAID POINT OF INTERSECTION BEARS NORTH 54° 15' 24" WEST; THENCE NORTH 43° 58'37" WEST 230.28 FEET TO THE MOST NORTHERLY CORNER OF SAID TRACT NO. 9783 AND THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL OF LAND IS SHOWN AS "NOT A PART" ON THE MAP OP TRACT NO. 9783, FILED IN BOOK 437, PAGES 32 TO 36, OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPT FROM THE ABOVE DESCRIBED PROPERTY, THAT PORTION OF THE SUBSURFACE THEREOF LYING ONE HUNDRED {1001 FEET OR MORE BELOW THE SURFACE OF SAID PROPERTY, BUT WITHOUT ANY RIGHT OF ENTRY UPON THE SURFACE THEREOF, AS SET FORTH IN MEMORANDUMPAGER 969 OF OFFICIAL RECORDS OF RANGE COUNTY, CALI, RECORDED JANUARY FORNIA. , 1980 IN BOOK 13484, ORNIIA ALSO EXCEPT THEREFROM ALL OIL, OIL RIGHTS, NATURAL GAS RIGHTS, MINERAL RIGHTS AND OTHER HYDROCARBON SUBSTANCES BY WHATEVER NAME KNOWN, TOGETHER WITH APPURTENANT RIGHTS THERETO, WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF SAID LAND NOR ANY PORTION OF THE SUBSURFACE LYING ABOVE A DEPTH OF 500 FEET, AS EXCEPTED OR RESERVED IN INSTRUMENTS OF RECORD. SOME MATTERS AFFECTING SPECIFIC MOBILE HOME SITES ONLY ARE NOT COVERED HEREIN. A-2 83634.00001\32995390.3 INSTRUCTIONS TO U.S. BANK NATIONAL ASSOCIATION The undersigned hereby state and certify to U.S. Bank National Association, as successor trustee (the "Trustee") under the Indenture of Trust dated as of December 1, 2000 (the "Indenture"), by and between the Trustee and the Redevelopment Agency of the City of Seal Beach (the "Former Agency"), as Escrow Bank (the "Escrow Bank") under the certain Escrow Deposit and Trust Agreement dated as of [ ], 2021 (the "Escrow Agreement"), by and among the Escrow Bank, the Successor Agency to the Seal Beach Redevelopment Agency (the "Successor Agency"), as successor to the Former Agency and Seal Beach Shores, Inc., (the "Borrower"), as assignee of LINC Community Development Corporation that: (i) she is the Executive Director of the Successor Agency and, as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (ii) he is the President of the Seal Beach Shores, Inc. and, as such, is familiar with the facts herein certified and is authorized and qualified to certify the same; (iii) the Trustee is hereby instructed to transfer the following amounts: (i) $[] from the Revenue Fund; (ii) $[ ] from the Administration Fund; (iii) $[ ] from the Debt Service Reserve Fund, (iv) $[ from the Debt Service Fund, (v) $[ ] from the Operating Reserve Fund and (vi) $[] from the Surplus Fund to the Escrow Bank for deposit into the Escrow Fund pursuant to the Escrow Agreement; (iv) the Trustee is hereby instructed to transfer $[ ] from the Repair and Replacement Fund to [ ] pursuant to the wire instructions in Exhibit A; (v) the Trustee is hereby instructed to transfer $[ ] from the Rental Assistance Fund to the Successor Agency pursuant to the wire instructions in Exhibit A; and (vi) any amounts remaining in any funds and accounts established under the Indenture in excess of amounts set forth herein shall be transferred to the [ ]. [Signature page follows] Dated: [ ], 2021 SUCCESSOR AGENCY TO THE SEAL BEACH REDEVELOPMENT AGENCY Executive Director SEAL BEACH SHORES, INC. President -Signature Page - Instructions to Trustee and Escrow Bank